Exhibit A

Joint Filing Statement

We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by or on behalf of each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

Dated: November 26, 2012

Exhibit B

Description of Revolving Credit Facility

On December 15, 2010, AutoTrader.com, Inc. (“ATC,” “we” or “our”), a Delaware Corporation, entered into our credit facilities with Wells Fargo Bank, National Association, as administrative agent and collateral agent, and other agents and lenders, which initially provided for a revolving credit facility in an aggregate principal amount of up to $200.0 million and two term loan facilities in an aggregate principal amount of $750.0 million. On June 14, 2011, we amended our credit facilities to, among other things, increase the aggregate term loan commitments by $100.0 million to finance the acquisition of VinSolutions. On April 30, 2012, we amended our credit facilities to, among other things, increase the aggregate term loan commitments by $200.0 million and increase the aggregate revolving credit commitments by $200.0 million in order to finance a dividend to ATC’s then-existing stockholders. As of June 30, 2012, total outstanding indebtedness under our credit facilities was $1,284.4 million and we had additional availability under our credit facilities of $130.0 million.

Set forth below is a summary of the terms of our credit facilities. This summary is not a complete description of all of the terms of the agreement. The agreement setting forth the principal terms and conditions of our credit facilities, as amended to date, is filed as an exhibit to the registration statement of which this prospectus forms a part.

General

Our credit facilities consist of:

The revolving credit facility includes a sublimit of $25.0 million for letters of credit.

In November 2012, we used $65.0 million in proceeds from borrowings under our revolving credit facility to purchase a 21.8% interest in BitAuto, which included $6.5 million to finance the purchase of BitAuto shares by BitAuto’s senior management. In exchange, BitAuto Senior Management issued exchangeable bonds to us.

The obligations under our credit facilities are unconditional and are guaranteed by substantially all of ATC’s existing and future domestic subsidiaries. Our credit facilities and related guarantees are secured on a first-priority basis by security interests (subject to liens permitted under the credit agreement governing our credit facilities) in substantially all tangible and intangible assets owned by ATC, the obligors under our credit facilities, and each of ATC’s other domestic subsidiaries, subject to certain exceptions, including limiting pledges of voting stock of foreign subsidiaries to 65% of such voting stock.

Interest and Fees

Borrowings under our credit facilities bear interest at a rate equal to (1) in the case of term B loans, at our option (i) the greater of (a) the rate of interest per annum determined by Wells Fargo Bank, from time to time, as its prime rate in effect at its principal office in Charlotte, North Carolina, and (b) the federal funds rate plus 0.50% per annum (the “base rate”) (provided that such rate as applied to the term B loans shall not be less than 2.0% per annum), in each case plus 2.00% per annum or (ii) LIBOR (adjusted for statutory reserves and provided that such rate as applied to the term B loans shall not be less than 1.0% per annum) plus 3.00% and (2) in the case of term A loans and the revolving loans, at our option (subject to certain exceptions) (i) the base rate plus 1.50% when our leverage ratio (as defined in our credit facilities) is greater than 4.00 to 1.00 (Leverage Level 1), the base rate plus 1.25% when our leverage ratio is greater than 3.50 to 1.00 but less than or equal to 4.00 to 1.00 (Leverage Level 2), the base rate plus 1.00% when our leverage ratio is greater than 3.00 to 1.00 but less than or equal to 3.50 to 1.00 (Leverage Level 3), the base rate plus 0.75% when our leverage ratio is greater than 2.50 to 1.00 but less than or equal to 3.00 to 1.00 (Leverage Level 4), and the base rate plus 0.50% when our leverage ratio is less than or equal to 2.50 to 1.00 (Leverage Level 5), or (ii) LIBOR (adjusted for statutory reserves) plus 2.50% in the case of Leverage Level 1, 2.25% in the case of Leverage Level 2, 2.00% in the case of Leverage Level 3, 1.75% in the case of Leverage Level 4 and 1.50% in the case of Leverage Level 5.

If we default on the payment of any principal, interest, or any other amounts due under our credit facilities, we will be obligated to pay default interest on the overdue amounts. The default interest rate on principal payments will equal the interest rate applicable to such loan plus 2.00% per annum, and the default interest rate on all other payments will equal the interest rate applicable to base rate revolving loans plus 2.00% per annum.

As of June 30, 2012, the weighted average interest rate under our credit facilities was 2.68%. We have no interest rate swaps. Our regularly scheduled principal payments for the remainder of 2012 will be $18.3 million, our regularly scheduled principal payments for the year ended December 31, 2013 will be $45.5 million and our regularly scheduled principal payments for the year ended December 31, 2014 will be $61.0 million. In addition, we may be required to make additional prepayments in certain circumstances.

In addition to paying interest on outstanding principal under our credit facilities, we are also required to pay a commitment fee at a rate ranging from 0.25% to 0.45% per annum (based on a leverage ratio) on the daily unused commitments available to be drawn under the revolving credit facility. We are also required to pay letter of credit fees, with respect to each letter of credit issued, at a rate per annum equal to the applicable LIBOR margin for revolving loans on the average daily amount of undrawn letters of credit. Letter of credit disbursements that have not been repaid by us accrue interest at the applicable base rate plus the margin, as described above. We are also required to pay fronting fees, with respect to each letter of credit issued, at a rate specified by the issuer of the letters of credit and to pay Wells Fargo Bank certain administrative fees from time to time, in its role as administrative agent. The term A loans under our credit facilities amortize in quarterly installments in amounts set forth in the credit agreement governing our credit facilities, with the outstanding balance due at maturity. The term B loans under our credit facilities amortize in quarterly installments of 0.25% of the principal amount, with the outstanding balance due at maturity. Under certain circumstances, we may be required to reimburse the lenders under our credit facilities for certain increased fees and expenses caused by a change of law.

Prepayments

We may prepay the loans under our credit facilities from time to time without penalty, subject to certain customary restrictions. We are generally required to prepay term loan borrowings under our credit facilities with (1) 100% of the net cash proceeds we receive from non-ordinary course asset sales or as a result of a casualty or condemnation, subject to certain exceptions including limited rights to reinvest such net cash proceeds, (2) 100% of the net cash proceeds we receive from the issuance of debt obligations other than debt obligations permitted under the credit agreement and (3) 50% (or, if our leverage ratio is less than 3.25 to 1.00, 0%) of excess cash flow (as defined in the credit agreement governing our credit facilities). All mandatory prepayments will be applied to the term loans on a pro rata basis, subject to certain adjustments in the event any term loans are voluntarily prepaid in any period.

Covenants

Our credit facilities require us to maintain certain financial ratios, including a maximum leverage ratio (based upon the ratio of our total outstanding indebtedness, net of certain unrestricted cash and cash equivalents, to Consolidated Adjusted EBITDA, as defined in the credit agreement governing our credit facilities), and a minimum debt service coverage ratio (based upon the ratio of Consolidated Adjusted EBITDA, less capital expenditures, to consolidated debt service), which are tested quarterly. Based on the formulas set forth in the credit agreement governing our credit facilities, as of June 30, 2012, we were required to maintain a maximum leverage ratio of 4.50 to 1.00 and a minimum debt service coverage ratio of 2.25 to 1.00. The financial ratios required under our credit facilities become more restrictive over time.

The credit agreement also contains a number of affirmative and negative covenants including: limitations on mergers, consolidations and dissolutions; sales of assets; sale-leaseback transactions; investments and acquisitions; indebtedness; liens; negative pledges; affiliate transactions; the conduct of our business; modifications or prepayments of other material indebtedness; issuing certain redeemable, convertible or exchangeable equity securities and the activities of certain subsidiaries holding material intellectual property. The credit agreement also includes a covenant that restricts ATC’s ability to pay dividends or to make any other payments in respect of our common stock. This restriction is subject to customary exceptions including, among others, payments required pursuant to certain contracts, payments to satisfy certain tax obligations of our holding companies, payments out of the proceeds of an initial public offering up to 6% per annum of such proceeds and payments subject to our pro forma compliance with certain leverage ratios. The credit agreement contains events of default that are customary for similar facilities and transactions, including a cross-default provision with respect to other material indebtedness, and an event of default that would be triggered by a change of control, as defined in the credit agreement governing our credit facilities.

Exhibit F

SHARE PURCHASE AGREEMENT

By and Among

[SELLER]

And

[PURCHASER]

Dated as of November 1, 2012

TABLE OF CONTENTS

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of November 1, 2012, by and between:

(1) [SELLER] , a company duly incorporated and existing under the laws of [            ], whose registered office is at [            ] (the “ Seller ”); and

(2) [PURCHASER] , a partnership formed in [            ], whose registered office is at [            ] (“ Investor ” or “ Purchaser ”).

The Seller and the Purchaser are herein referred to each as a “ Party ” and collectively as the “ Parties ”.

RECITALS

(A) WHEREAS, as of the date of this Agreement, the Seller owns [            ] ordinary shares of BITAUTO Holdings Limited , an exempted company duly incorporated and existing under the laws of the Cayman Island, whose registered office is at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands (the “ Company ”), with par value being US$0.00004 per share (the “ Ordinary Shares ”); and

(B) WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Seller, an aggregate of [            ] Ordinary Shares of the Company in the form of American depositary shares (the “ Purchased Shares ”) upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions . For purposes of this Agreement:

“ ADSs ” means the American depository shares of the Company, each one of which represents one (1) ordinary share of the Company.

“ Business Day ” means any day that is not a Saturday, a Sunday, legal holiday or other day on which banks are required or authorized by Law to be closed in the PRC, Hong Kong or New York.

“ Cayman Transfer Agent ” means RBC DEXIA Corporate Services Hong Kong Limited, a company incorporated in and under the laws of Hong Kong, whose registered office is situated at 51/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.

“ Contract ” means, as to any Person, a contract, agreement, indenture, note, bond, loan, instrument, lease, mortgage, franchise, license, commitment, purchase order, and other legally binding arrangement, whether written or oral.

“ Depositary ” means Citibank, N.A.

“ Encumbrance ” means any security interests, mortgages, liens, pledges, charges, reservations, restrictions, rights of way, options, rights of first refusal, community property interests, equitable interests, conditional sale or other title retention agreements, any agreement to provide any of the foregoing and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money, whether imposed by contract, Law, equity or otherwise.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ Governmental Authority ” means any government of any nation, federation, province or state or any other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization.

“ Governmental Order ” means any order, ruling, decision, verdict, decree, writ, subpoena, mandate, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“ Group ” means, collectively, the Company and its subsidiaries and controlled entities.

“ Group Company ” means a member of the Group.

“ Hong Kong ” means the Hong Kong Special Administrative Region of the PRC.

“ Law ” or “ Laws ” means any and all provisions of any applicable constitution, treaty, statute, law, regulation, ordinance, code, rule, or rule of common law, any governmental approval, concession, grant, franchise, license, agreement, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, in each case as amended, and any and all applicable Governmental Orders.

“ Liability ” means any direct or indirect liability, indebtedness, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued, absolute or contingent.

“ NYSE ” means The New York Stock Exchange.

“ Person ” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“ PRC ” means the People’s Republic of China, but solely for the purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and the islands of Taiwan.

“ SEC ” means the Securities and Exchange Commission of the United States of America or any other federal agency at the time administering the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

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“ Securities Laws ” means the Securities Act, the Exchange Act, the listing rules of, or any listing agreement with, NYSE and any other applicable Law regulating securities or takeover matters.

“ Share Purchase Agreements ” means, collectively, this Agreement and those certain other share purchase agreements, dated as of the date hereof, in respect of the purchase and transfer of certain Ordinary Shares of the Company.

“ Transaction Documents ” means, collectively, this Agreement, the other Share Purchase Agreements, the note purchase agreements entered into by the Investor with the Management SPVs (as defined therein) on or about the date of this Agreement (the “ Note Purchase Agreements ”), the senior secured guaranteed notes issued under the Note Purchase Agreements, the security documents required to be executed under the Note Purchase Agreement, and the shareholders agreement to be entered into by the Purchaser, the Company and other parties thereto upon the Closing, and any other agreements, documents or certificates delivered pursuant hereto or thereto.

1.2 Other Defined Terms . The following terms have the meanings set forth in the Sections set forth below:

1.3 Interpretation and Rules of Construction . References to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” The words “to the extent” when used in this Agreement shall be deemed to be followed by the phrase “and only to the extent.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Exhibits and Schedules to this Agreement shall be deemed to form part of this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References in this Agreement to US$ shall be to United States dollars and to cash shall be to cash in U.S. dollars.

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ARTICLE II

PURCHASE AND SALE

2.1 Purchase and Sale of Purchase Shares; Purchase Price .

Subject to the terms and conditions of this Agreement, at the Closing, the Seller agrees to sell and deliver to the Purchaser, and the Purchaser agrees to purchase from the Seller such number of Purchased Shares, free and clear of any and all Encumbrances, and for such purchase price as set forth opposite the Purchaser’s name on Exhibit A . The total purchase price payable by the Purchaser for the Purchased Shares is herein referred to as the “ Purchase Price ”.

2.2 Closing .

Subject to the terms and conditions of this Agreement, the closing of the purchase, sale and delivery of the Purchased Shares pursuant to this Agreement (the “ Closing ”) shall take place as soon as possible following the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Article V with respect to the Closing (other than such conditions as may, by their terms, only be satisfied on the date of the Closing).

2.3 Closing Deliverables by the Purchaser .

On the date of the Closing, the Purchaser shall remit the Purchase Price to the Seller (as set forth in Exhibit A ), in accordance with wire instructions provided by the Seller to the Purchaser no later than five (5) Business Days prior to the date of the Closing, in immediately available funds.

2.4 Closing Deliverables by the Seller .

(a) Prior to the Closing, the Seller shall have withdrawn the underlying Ordinary Shares of the Purchased Shares (which as of the date of this Agreement is in the form of ADSs) from the Depositary. For the purpose this Agreement, “Purchased Shares” shall include the Ordinary Shares withdrawn pursuant to this Section 2.4(a) .

(b) On the day before the Closing, the Seller shall have (i) delivered to the Cayman Transfer Agent (x) an unsigned instrument of transfer with respect to the sale of the Purchased Shares to each of the Purchaser in substantially the form attached hereto as Exhibit B (the “ Instrument of Transfer ”) and (y) any and all share certificates which have been issued representing the Purchased Shares to the Cayman Transfer Agent, and (ii) caused the Company to deliver to the Cayman Transfer Agent an unsigned instruction letter in substantially the form attached hereto as Exhibit C (the “ Instruction Letter ”) to update the Company’s Register of Members (the “ Updated Register of Members ”), which shall be held by the Cayman Transfer Agent in escrow.

(c) At the Closing, the Seller shall (i) deliver to the Cayman Transfer Agent a signed Instrument of Transfer duly executed by the Seller with respect to the sale of the Purchased Shares to the Purchaser, (ii) cause the Company to delivered to the Cayman Transfer Agent a Signed Instruction Letter, (iii) cause the Company to instruct the Cayman Transfer Agent to (x) release a certified extract of the Updated Register of Members to the Purchaser, (y) deliver a new share certificate to the Purchaser evidencing the Purchased Shares and (z) deliver a new share certificate to the Seller evidencing the balance of the Ordinary Shares held by the Seller after the sale of the Purchased Shares.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Seller . The Seller hereby represents and warrants to the Purchaser that each of the representations and warranties contained in this Section 3.1 is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the date of the Closing, with the same effect as if made on and as of the date of the Closing (unless such representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

(a) Organization, Good Standing and Qualification . The Seller is duly incorporated, validly existing and in good standing under the laws of British Virgin Islands.

(b) Authority . The Seller has all requisite capacity, power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, subject to applicable Laws.

(c) Noncontravention . The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby, do not and shall not (i) conflict with or violate any provision of its constitutional documents, any applicable Law or any Governmental Order to which the Seller is subject or (ii) conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (with or without notice or lapse of time, or both) under, require any notice or consent under, or give to others any rights of termination, acceleration or cancellation of, any Contract to which the Seller is a party or by which it is bound or to which any of its assets or properties are subject, other than, in the case of (ii) above, any such conflicts, breaches, defaults, accelerations or rights that would not materially impair or delay the Seller’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby and thereby.

(d) Consents and Approvals . The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby do not and shall not require any consent of, action by or in respect of, or filing, submission or registration with, or giving of any notice to, any Governmental Authority or any other Person (each, an “ Authorization ”) to be obtained or made by the Seller, except (i) for such Authorizations as have already been obtained or made by the Seller before the date hereof, (ii) for the filing of a Schedule 13D or an amended Schedule 13G by the Seller with the SEC, or (iii) as otherwise explicitly provided in this Agreement.

(e) Title . The Purchased Shares are fully paid and nonassessable, and to the knowledge of the Seller, are duly authorized and validly issued by the Company. The Seller is the sole record and beneficial owner of the Purchased Shares, free and clear of any and all Encumbrances whatsoever and with no restrictions on the rights and other incidents of record and beneficial ownership pertaining thereto (except for any restrictions on transfer under applicable Securities Laws). The Seller has good and marketable title to the Purchased Shares and the sole and absolute authority to transfer the Purchased Shares to the Purchaser pursuant to this Agreement. Immediately following the Closing, the Purchaser shall acquire good and valid title to its portion of the Purchased Shares that is being purchased hereunder, free and clear of any and all Encumbrances. There are no outstanding options, warrants, rights

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(preemptive or otherwise), calls, Contracts or other binding commitments to which the Seller is a party or by which the Seller is bound to sell any of the Purchased Shares. Except for the transactions contemplated hereunder, the Seller has not assigned, transferred, sold, distributed, pledged or otherwise disposed of or agreed to dispose of all or any portion, or any interest in, the Purchased Shares.

(f) Investment Experience . The Seller is able to fend for itself and has sufficient knowledge and experience in financial and business matters, including disposing of the Purchased Shares, and is capable of evaluating the merits and risks of the transactions contemplated hereunder. The sale and delivery of the Purchased Shares hereunder is for its own account, and the Seller has independently and without reliance upon the Purchaser or any representative of the Purchaser and based on such information as the Seller has deemed appropriate in its independent judgment, made its own analysis and decision to sell the Purchased Shares pursuant to this Agreement.

(g) Brokers . No Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

3.2 Representations and Warranties of the Purchaser . The Purchaser represents and warrants to the Seller that each of the representations and warranties contained in this Section 3.2 is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the date of the Closing, with the same effect as if made on and as of the date of the Closing (unless such representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

(a) Organization, Good Standing and Qualification . The Purchaser is duly organized, validly existing and in good standing under the law of its jurisdiction of formation.

(b) Authority . The Purchaser has all requisite capacity, power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to applicable Law.

(c) Noncontravention . The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, do not and shall not (i) conflict with or violate any provision of its constitutional documents, any applicable Law or any Governmental Order to which the Purchaser is subject or (ii) conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (with or without notice or lapse of time, or both) under, require any notice or consent under, or give to others any rights of termination, acceleration or cancellation of, any Contract to which the Purchaser is a party or by which it is bound or to which any of its assets or properties are subject, other than, in the case of (ii) above, any such conflicts, breaches, defaults, accelerations or rights that would not materially impair or delay the Purchaser’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby and thereby.

(d) Consents and Approvals . The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and shall not require any Authorizations to be obtained or made by the Purchaser, except (i) for such Authorizations as have already been obtained or made by the Purchaser before the date hereof, (ii) for the filing of a Schedule 13D by the Purchaser with the SEC, or (iii) as otherwise explicitly provided in this Agreement.

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(e) Investment Experience . The Purchaser is able to fend for itself and has sufficient knowledge and experience in financial and business matters, including purchase of the Purchased Shares, and is capable of evaluating the merits and risks of the transactions contemplated hereunder. The purchase of the Purchased Shares hereunder is for its own account, and the Purchaser has independently and without reliance upon the Seller or any representative of the Seller and based on such information as the Purchaser has deemed appropriate in its independent judgment, made its own analysis and decision to purchase the Purchased Shares pursuant to this Agreement.

(f) Brokers . No Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

ARTICLE IV

COVENANTS AND AGREEMENTS

4.1 Compliance Matters .

(a) None of the Parties shall, at any time, issue or make any reports, statements or releases to the public with respect to this Agreement, any other Transaction Documents, or the transactions contemplated hereby or thereby, without the consent of the other Parties, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in the event that any Party is requested or becomes legally compelled (including without limitation any reports or filings required to be made with the SEC) to disclose the existence of this Agreement or content of any of terms of the transaction, such Party (the “ Disclosing Party ”) shall provide the other Party with prompt written notice of that fact and shall consult with the other Party regarding such disclosure, and in any event, the Disclosing Party shall furnish only that portion of the information that is legally required.

(b) Solely as it relates to the sale of the Purchased Shares, the Seller shall be responsible for paying all taxes (if any) that are required to be paid by the Seller pursuant to applicable tax Laws (including without limitation applicable tax laws of the PRC).

(c) The Purchaser covenants and undertakes that each of the Share Purchase Agreements entered into by the Purchaser with the other shareholders of the Company shall be on the same terms and conditions as set out in this Agreement. In the event that any Share Purchase Agreement includes terms or conditions more favourable to another shareholder of the Company than the terms and conditions applicable to the Seller in this Agreement, then such terms and conditions shall be automatically incorporated by reference into this Agreement without any further action of the parties unless waived by the Seller in writing.

ARTICLE V

CONDITIONS TO CLOSING

5.1 Conditions to Obligations of the Seller . The obligations of the Seller to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction on or prior to the Closing of the conditions set forth below, unless waived in writing by the Seller.

(a) Representations and Warranties . All representations and warranties made by the Purchaser in Section 3.2 (i) that are not qualified as to “materiality” shall be true and correct in all material respects as of the Closing and (ii) that are qualified as to “materiality” shall be true and correct as

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of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date.

(b) Performance of Obligations . The Purchaser shall have performed or complied in all material respects with all obligations and covenants required to be performed by it under this Agreement prior to or at the Closing.

(c) No Order . No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would (i) substantially delay the consummation in any material aspect of such transactions, (ii) compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or (iii) render any Party unable to consummate such transactions.

(d) Consents . The Purchaser shall have obtained any and all Authorizations necessary or appropriate for consummation by the Purchaser of the purchase of the Purchased Shares on or prior to the date of the Closing, all of which shall be in full force and effect.

(e) No Suspension . No stop order or suspension of trading shall have been imposed by NYSE, the SEC or any other Governmental Authority with respect to public trading in the ADSs.

(f) Other Closing Deliveries . The Purchaser shall have delivered the other closing deliveries set forth in Section 2.3 .

(g) Board Approval . The board of directors of the Company (including each of the independent directors of the Company) shall have been informed of the transactions contemplated under this Agreement and any other ancillary transactions in a duly constituted meeting of the board of directors and expressed no objection to these transactions.

5.2 Conditions to Obligations of the Purchaser . The obligations of the Purchaser to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction on or prior to the Closing of the conditions set forth below, unless waived in writing by the Purchaser or a deemed waiver by the Purchaser pursuant to Section 8.6 .

(a) Representations and Warranties . All representations and warranties made by the Seller in Section 3.1 (i) that are not qualified as to “materiality” shall be true and correct in all material respects as of the Closing and (ii) that are qualified as to “materiality” shall be true and correct as of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date.

(b) Performance of Obligations . The Seller shall have performed or complied in all material respects with all obligations and covenants required to be performed by it under this Agreement prior to or as of the Closing.

(c) No Order . No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would (i) substantially delay the consummation in any material aspect of such transactions, (ii) compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or (iii) render any Party unable to consummate such transactions.

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(d) Consents . The Seller shall have obtained any and all Authorizations necessary or appropriate for consummation by the Seller of the sale of the Purchased Shares on or prior to the date of the Closing, all of which shall be in full force and effect.

(e) Concurrent Closing under the Note Purchase Agreements. All conditions to closing under the Note Purchase Agreements have been satisfied or otherwise waived by the competent party thereunder and the closings under the applicable Note Purchase Agreements and the Closing hereunder shall concurrently take place.

(f) Director Resignations and Appointment . The Seller shall have taken any and all commercially reasonable and necessary actions (to the extent within its control) to ensure (i) the effective resignation of Ms. Ruby Lu from the Company’s board of directors as of the Closing, and (ii) the appointment of individual identified by the Purchaser in writing prior to the Closing Date to the Company’s board of directors.

(g) No Suspension . No stop order or suspension of trading shall have been imposed by NYSE, the SEC or any other Governmental Authority with respect to public trading in the ADSs.

(h) Purchased Shares . The Cayman Transfer Agent shall hold in escrow the Updated Register of Members reflecting the sale of the Purchased Shares pursuant to Section 2.4(b) of the Agreement.

(i) Other Closing Deliveries . The Seller shall have delivered the other closing deliveries set forth in Section 2.4 .

(j) Board Approval . The board of directors of the Company (including each of the independent directors of the Company) shall have been informed of the transactions contemplated under this Agreement and any other ancillary transactions in a duly constituted meeting of the board of directors and expressed no objection to these transactions.

ARTICLE VI

TERMINATION

6.1 Termination . Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of the Seller and the Purchaser;

(b) by either the Seller or the Purchaser, upon written notice to the other Party, if any Governmental Authority shall have issued any Governmental Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such Governmental Order shall have become final and nonappealable;

(c) by the Purchaser in the event of any material breach of any representation, warranty, covenant or agreement of the Seller contained herein and the failure of the Seller to cure such breach within seven (7) days after receipt of notice from the Purchaser requesting such breach to be cured; or

(d) by the Seller in the event of any material breach of any representation, warranty, covenant or agreement of the Purchaser contained herein and the failure of the Purchaser to cure such breach within seven (7) days after receipt of notice from the Seller requesting such breach to be cured.

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6.2 Notice of Termination . Any Party desiring to terminate this Agreement pursuant to Section 6.1 shall give written notice of such termination to the other Party.

6.3 Effect of Termination . In the event of termination of this Agreement as provided in Section 6.1 , this Agreement shall forthwith become null and void and there shall be no Liability on the part of any Party except for this Section 6.3 and Article VII and Article VIII , each of which shall survive termination; provided , however , nothing herein shall relieve any Party from Liability for any breach of any of the representations, warranties, covenants or agreements set forth in this Agreement occurring prior to such termination.

ARTICLE VII

INDEMNIFICATION

7.1 Survival of Representations, Warranties, Covenants and Agreements .

(a) Notwithstanding any investigation or examination conducted with respect to, or any knowledge acquired (or capable of being acquired) about, the accuracy or inaccuracy of any representation or warranty made by or on behalf of the Parties, all representations and warranties contained in this Agreement or any certificate delivered in connection herewith shall be deemed to be material and to have been relied upon by the Parties.

(b) All such representations and warranties made by the Seller set forth in Section 3.1 and the Purchaser in Section 3.2 shall survive the Closing and shall remain in full force and effect until the expiration of the applicable statute of limitations, if any; provided , however , such expiration shall not affect the rights of any Indemnified Party under Article VII or otherwise to seek recovery of Losses arising out of any fraud, willful breach or intentional misrepresentation.

(c) If a claim for indemnification has been timely made pursuant to Section 7.3 , such representation and warranty shall continue to survive and be fully effective and enforceable until a final and non-appealable order or judgment of a court of competent jurisdiction. The covenants and agreements of any Party contained in this Agreement shall survive the Closing until they are terminated, whether by performance thereof, their express terms or as a matter of applicable Law.

7.2 Indemnification . The Seller (an “ Indemnifying Party ”) agrees to defend and hold harmless the Purchaser, its managers, partners, directors, officers, members, employees, attorneys, accountants, agents and representatives, and its heirs, successors, and permitted assigns (each an “ Indemnified Party ”) from and against all liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“ Losses ”) based upon or arising out of, or otherwise in connection with (a) any material inaccuracy or breach of any representation and warranty of such Indemnifying Party, or (b) any material breach of any covenant and agreement of such Indemnifying Party.

7.3 Notice of Claims; Procedures . If any Indemnified Party makes any claim against any Indemnifying Party for indemnification under this Article VII , the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days

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after receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Further Assurances . Each Party agrees that it shall, from time to time on or after the date hereof, do, execute, acknowledge and deliver, and will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, certificates, bills of sale, assignments, transfers, conveyances, powers of attorney, assurances and other documents as may be reasonably requested by the other Party in order to effectuate the transactions contemplated hereby.

8.2 Severability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

8.3 Entire Agreement . This Agreement, together with all schedules and exhibits hereto, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof.

8.4 Assignment . Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by any Party without the express written consent of the other Party. Any purported assignment in violation of the foregoing sentence shall be null and void.

8.5 Amendment; Waiver . No modification, amendment or waiver of any provision of this Agreement shall be effective unless such modification, amendment or waiver is approved in writing by each of the Parties. The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms. Notwithstanding the foregoing, to the extent that the Purchaser have waived any condition to Closing set forth in Section 5.2 (excluding Sections 5.2(a) and (b) ) under any of the other Share Purchase Agreements, the Purchaser shall be deemed to have waived such same condition to Closing under this Agreement.

8.6 Specific Performance . The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

8.7 No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided under this Agreement.

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8.8 Expenses . Except as otherwise specified in this Agreement, all costs and expenses, including, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

8.9 Notices . Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by courier service, fax, electronic mail or similar means to the address set forth below (or at such other address as such Party may designate by ten (10) days’ advance written notice to the other Parties given in accordance with this  8.9 ). Where a notice is given personally, delivery shall be deemed to have been effected on receipt (or when delivery is refused). Where a notice is sent by courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending through an internationally-recognized courier, with a confirmation of delivery, and to have been effected on receipt (or when delivery is refused). Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid if sent during normal business hours of the recipient on a Business Day thereof and otherwise on the next Business Day thereof.

8.10 Governing Law . This Agreement shall be governed by and construed under the Laws of the State of New York, without regard to principles of conflict of Laws thereunder.

8.11 Dispute Resolution .

(a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof (each, a “ Dispute ”), shall be referred to arbitration upon the demand of any Party to the dispute with notice (the “ Arbitration Notice ”) to the other Parties.

(b) The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “ HKIAC ”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “ HKIAC Rules ”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator, whom shall be mutually agreed to by the Parties, and if the Parties cannot so agree on such arbitrator within ten (10) Business Days of the commencement of the arbitration proceedings, three (3) arbitrators shall be appointed. In such case, one arbitrator shall be nominated by the Party or Parties, as the case may be, commencing the arbitration proceedings (the “ Claimant Side ”), and one arbitrator shall be nominated by the respondent or respondents, as the case may be, to the proceedings (the “ Respondent Side ”), and if either the Claimant Side or the Respondent Side shall fail to nominate its arbitrator, the HKIAC shall

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appoint such arbitrator. The two arbitrators so chosen shall select a third arbitrator, provided that if such two arbitrators shall fail to choose a third arbitrator within thirty (30) days after such two arbitrators have been selected, the HKIAC shall appoint the third arbitrator. The third arbitrator shall be the presiding arbitrator. The Parties shall use commercially reasonable efforts to appoint arbitrators who are qualified to practice law in the State of New York.

(c) The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.11 , including the provisions concerning the appointment of the arbitrators, the provisions of this Section 8.11 shall prevail.

(d) Each Party to the arbitration shall cooperate with each other Party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other Party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such Party.

(e) The arbitration shall be conducted in private. Each Party agrees that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the Parties otherwise agree in writing.

(f) The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award.

(g) The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive Laws of the State of New York (without regard to principles of conflict of Laws thereunder) and shall not apply any other substantive Law.

(h) Any Party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(i) During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

8.12 Counterparts . This Agreement may be executed and delivered in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[ Remainder of page intentionally left blank ]

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IN WITNESS WHEREOF, the Parties have caused this Share Purchase Agreement to be executed as of the date first written above by their respective duly authorized representative.

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, the Parties have caused this Share Purchase Agreement to be executed as of the date first written above by their respective duly authorized representative.

[Signature Page to Share Purchase Agreement]

Exhibit B

Form of Instrument of Transfer

INSTRUMENT OF TRANSFER

We, [please fill in name of shareholder]                                          of          (transferor) [please fill in address of shareholder]                                          ,         (address) for the value received, hereby sell, assign and transfer                      (transferee) unto                                                               of                                                   (address) [please fill in number of ordinary shares]          (number of shares) Ordinary Shares of Bitauto Holdings Limited (incorporated in the Cayman Islands)      (company name)

Dated this                      day of                     , 20         

Exhibit C

Form of Instruction Letter

Bitauto Holdings Limited

New Century Hotel Office Tower, 6/F

No. 6 South Capital Stadium Road

Beijing, 100044, the People’s Republic of China

Date:

Dear Sirs

Bitauto Holdings Limited (the “Company”)

Transfer of Ordinary Shares

I hereby confirm, on behalf of the Board of Directors of the Company, that you are instructed (upon receipt of the relevant instrument(s) of transfer duly signed by the Transferor(s) and the original share certificate(s) from the Transferor(s) (if any) to register the transfer of Ordinary Shares of the Company from the Transferor(s) listed in Schedule A hereto to the Transferee(s) listed in Schedule A hereto. Such transfers comply with the applicable law, rules, regulations and Memorandum and Articles of Association of the Company, as well as any other contractual obligations binding on the Company. We also confirm that we have verified the identity and shareholding of each Transferor.

We hereby instruct you, on behalf of the Transferor(s) and the Company, to:-

I confirm, on behalf of the Board, that the Board has accepted that the instrument(s) of transfer be signed by or on behalf of the transferor(s) alone.

Exhibit G

SHAREHOLDERS AGREEMENT

By and Among

(1) ATG GLOBAL MANAGEMENT L.P.

(2) PROUDVIEW LIMITED

(3) SERENE VIEW INVESTMENT LIMITED

(4) AVNER DEVELOPMENTS LIMITED

(5) FULL RICHES HOLDINGS LIMITED

(6) SPEEDVIEW INVESTMENT LIMITED

(7) Bin LI

(8) Jingning SHAO

(9) Xuan ZHANG

(10) Weihai QU

And

(11) BITAUTO HOLDINGS LIMITED

Dated as of November 1, 2012

TABLE OF CONTENTS

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (this “ Agreement ”) is made and entered into as of November 1, 2012, by and between the following parties and will become effective on the Effective Date (as defined below):

(1) ATG Global Management L.P. , a partnership formed in the Cayman Islands, whose registered office is at Intertrust Cayman, PO Box 1034, 4th floor Harbour Place, 103 South Church Street, Grand Cayman, Cayman Islands, KY1-1102 (“ Investor ”);

(2) Proudview Limited , a company duly incorporated and existing under the laws of the British Virgin Islands, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “ CEO SPV ”);

(3) Serene View Investment Limited , a company duly incorporated and existing under the laws of British Virgin Islands, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “ Management SPV 1 ”);

(4) Avner Developments Limited , a company duly incorporated and existing under the laws of British Virgin Islands, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “ Management SPV 2 ”);

(5) Full Riches Holdings Limited , a company duly incorporated and existing under the laws of British Virgin Islands, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “ Management SPV 3 ”);

(6) Speedview Investment Limited , a company duly incorporated and existing under the laws of British Virgin Islands, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “ Management SPV 2 ”, together with the CEO SPV, Management SPV 1, Management SPV 2, Management SPV 3, and Management SPV 4, the “ Management SPVs ”);

(7) Bin LI , the current chief executive officer of the Company (the “ CEO ”);

(8) Jingning SHAO , the current president of the Company (the “ President ”);

(9) Xuan ZHANG , the current chief financial officer of the Company (the “ CFO ”);

(10) Weihai QU , the current senior vice president of the Company (the “ SVP ” and together with the CEO, President and the CFO, the “ Management Group ”); and

(11) BITAUTO Holdings Limited , an exempted limited liability company duly incorporated and existing under the laws of the Cayman Islands, whose registered office is at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands (the “ Company ”).

The Investor, Management SPVs and the Management Group are herein referred to each as a “ Holder ” and collectively as the “ Holders ”; each of the Holders and the Company are herein referred to each as a “ Party ” and collectively as the “ Parties ”.

RECITALS

(A) WHEREAS, the Investor and the Management SPVs have entered into certain share purchase agreements with the “Sellers” (as referred to therein) respectively in respect of the purchase and transfer of certain ordinary shares of the Company, with par value being US$0.00004 per share (the “ Ordinary Shares ”), dated as of November 1, 2012 (collectively, the “ Share Purchase Agreements ”), pursuant to which (i) the Investor has agreed to purchase from the Sellers, and the Sellers have agreed to sell to the Investor, an aggregate of 9,000,000 Ordinary Shares of the Company, representing approximately 21.8% of the total issued and outstanding share capital of the Company (the “ Investor Purchased Shares ”); and (ii) the Management SPVs have, collectively, agreed to purchase from the Sellers, and the Sellers have agreed to sell to the Management SPVs, an aggregate of 1,000,000 Ordinary Shares of the Company, representing approximately 2.4% of the total issued and outstanding share capital of the Company (the “ Management Purchased Shares ”);

(B) WHEREAS, each Management SPV was established by, and is solely owned by, a member of the Management Group, and in order to finance the purchase of the Management Purchased Shares by the Management Group, the Investor and each Management SPV have entered into a note purchase agreement dated as of November 1, 2012 (each, a “ Note Purchase Agreement ” and collectively, the “ Note Purchase Agreements ”) pursuant to which the Investor has agreed to purchase certain senior secured guaranteed notes (each a “ Note ” and collectively, the “ Notes ”) from the Management SPVs;

(C) WHEREAS, the aggregate principal amount of all of the Notes held by the Investor is US$6,500,000, with the amount of each Note issued by a Management SPV set forth in Schedule A attached hereto;

(D) WHEREAS, immediately following the consummation of the transactions contemplated by the Share Purchase Agreements (the “ Closing ”), the Holders’ respective beneficial ownership interest (whether direct or indirect) in the Company will be as set forth in Schedule B; and

(E) WHEREAS, the Company has determined that having the Investor as a significant shareholder of the Company is valuable and provides significant benefits to the Company;

(F) WHEREAS, the Parties desire to enter into this Agreement in order to generally set forth certain rights and obligations of the Holders as shareholders of the Company from and following the date of the Closing (the “ Closing Date ”).

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions . For purposes of this Agreement:

“ ADSs ” means the American depository shares of the Company, each one of which represents one (1) Ordinary Share of the Company.

“ Associates ” means (i) as to any corporate, any other corporate, unincorporated entity or person directly or indirectly Controlling, directly or indirectly Controlled by or under direct or indirect common Control with, such body corporate; and (ii) as to any individual, his spouse, child, brother, sister, parent, trustee of any trust in which such individual or any of his immediate family members is a beneficiary or a discretionary object, or any agent of or any entity or company Controlled by any of the aforesaid persons.

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“ Board ” means the board of directors of the Company.

“ Business Day ” means any day that is not a Saturday, a Sunday, legal holiday or other day on which banks are required or authorized by Law to be closed in the PRC, Hong Kong or New York.

“ Circular 75 ” means the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Round Trip Investment via Overseas Special Purpose Vehicles promulgated by the SAFE on October 21, 2005.

“ Contract ” means, as to any Person, a contract, agreement, indenture, note, bond, loan, instrument, lease, mortgage, franchise, license, commitment, purchase order, and other legally binding arrangement, whether written or oral.

“ Control ” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Effective Date ” means the Closing Date.

“ Encumbrance ” means any security interests, mortgages, liens, pledges, charges, reservations, restrictions, rights of way, options, rights of first refusal, community property interests, equitable interests, conditional sale or other title retention agreements, any agreement to provide any of the foregoing and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money, whether imposed by contract, Law, equity or otherwise.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ Good Reason ” shall mean, for any member of the Management Group, any of the following (without the prior consent of such member): (i) a significant change in such Management Group member’s authorities and responsibilities inconsistent in any material and adverse respect with his title and position, or (ii) a material reduction in such Management Group member’s annual compensation before the next annual salary review.

“ Governmental Authority ” means any government of any nation, federation, province or state or any other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization.

“ Governmental Order ” means any order, ruling, decision, verdict, decree, writ, subpoena, mandate, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“ Group ” means, collectively, the Company and its subsidiaries and Controlled entities.

“ Group Company ” means a member of the Group.

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“ Hong Kong ” means the Hong Kong Special Administrative Region of the PRC.

“ Indebtedness ” has the meaning given under the Notes.

“ Law ” or “ Laws ” means any and all provisions of any applicable constitution, treaty, statute, law, regulation, ordinance, code, rule, or rule of common law, any governmental approval, concession, grant, franchise, license, agreement, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, in each case as amended, and any and all applicable Governmental Orders.

“ Liability ” means any direct or indirect liability, indebtedness, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued, absolute or contingent.

“ Material Adverse Effect ” means a material adverse effect in the business, properties, condition, financial or otherwise, or in the earnings or prospects of the Company and the Group taken as a whole, whether or not arising in the ordinary course of business.

“ NYSE ” means The New York Stock Exchange.

“ Person ” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“ Permitted Prepayment ” has the meaning given under the Notes.

“ Pledged Shares ” has the meaning given under the Note Purchase Agreements.

“ PRC ” means the People’s Republic of China, but solely for the purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and the islands of Taiwan.

“ SAFE ” means the State Administration of Foreign Exchange of the PRC.

“ SEC ” means the Securities and Exchange Commission of the United States of America or any other federal agency at the time administering the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ Security Documents ” has the meaning given under the Note Purchase Agreements.

“ Significant Subsidiary ” means a subsidiary of the Company, including its subsidiaries, which meets any of the following conditions (for purpose of this definition, subsidiary includes a Controlled entity):

(1) the Company and its other subsidiaries’ investments in and advances to the subsidiary exceed five percent (5%) of the total assets of the Company and its subsidiaries consolidated as of the end of the most recently completed fiscal year ; or

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(2) the Company’s and its other subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the subsidiary exceeds five percent (5%) of the total assets of the Company and its subsidiaries consolidated as of the end of the most recently completed fiscal year; or

(3) the Company’s and its other subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the subsidiary exclusive of amounts attributable to any noncontrolling interests exceeds five percent (5%) of such income of the Company and its subsidiaries consolidated for the most recently completed fiscal year.

“ Significant Triggering Event ” shall mean, for any member of the Management Group, any of the following: (i) any intentional misconduct by such member of the Management Group that materially and adversely affects the business or affairs of the Company or any other Group Company, (ii) such member of the Management Group being negligent or acting dishonestly to the detriment of the Company or the Group, (iii) such member of the Management Group failing to perform his/her duties under his/her employment contract with the Company and such failure continuing after such member of the Management Group is afforded a reasonable opportunity to cure such failure; (iv) such member of the Management Group being convicted or pleading guilty to a felony or to an act of fraud, misappropriation or embezzlement, and (v) any material violation of any covenants or undertakings made by such member of the Management Group under this Agreement or any of the other Transaction Documents, in each case effective as of such time the Investor knows (or had reason to know) of the occurrence of such event.

“ Transaction Documents ” means, collectively, this Agreement, the Share Purchase Agreements, the Note Purchase Agreements, the Notes, the security documents executed under the Note Purchase Agreement, and any other agreements, documents or certificates delivered pursuant hereto or thereto.

“ Transfer ” means, with respect to any security, any sale, assignment, transfer, distribution or other disposition thereof, or other conveyance, creation, incurrence or assumption of a legal or beneficial interest therein, or a participation or Encumbrance therein, or creation of any short position in any such security or any other action or position otherwise reducing risk related to ownership through hedging or other derivative instrument, whether voluntarily or by operation of Law, whether in a single transaction or a series of related transactions and whether to a single Person or a 13D Group.

1.2 Other Defined Terms . The following terms have the meanings set forth in the Sections set forth below:

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1.3 Interpretation and Rules of Construction . References to gender include references to all genders and references to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” The words “to the extent” when used in this Agreement shall be deemed to be followed by the phrase “and only to the extent.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Exhibits and Schedules to this Agreement shall be deemed to form part of this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References in this Agreement to US$ shall be to United States dollars and to cash shall be to cash in U.S. dollars.

ARTICLE II

CORPORATE GOVERNANCE MATTERS

2.1 Investor’s Representation on the Board .

(a) For so long as the Investor continues to beneficially own, whether directly or indirectly, at least five percent (5%) of the Company’s outstanding share capital (the “ Minimum Shares ”), the Investor shall be entitled to nominate (or require the Company to appoint) at least one (1) Person to the Board; provided further , that so long as the Investor continues to beneficially own, whether directly or indirectly, at least twenty percent (20%) of the Company’s outstanding share

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capital, then, at any time following the 12 month anniversary of the Closing Date, the Investor shall be entitled to nominate (or require the Company to appoint) one (1) additional Person to the Board (with each Person nominated by the Investor referred to as an “ Investor Director ” and collectively as the “ Investor Directors ”). On the Closing Date, the Company shall cause such Person that is identified to the Company in writing by the Investor to be appointed to the Board. If the Investor elects to nominate a second Investor Director in accordance with this Section 2.1(a) , the Company shall cause such Person that is identified to the Company in writing by the Investor to be appointed to the Board and shall take all such necessary actions to permit such appointment of such additional Investor Director. If, as a result of death, disability, retirement, resignation, removal or otherwise, any Investor Director is unable to serve on the Board, the Investor shall be entitled to designate a replacement Investor Director to serve on the Board. In such event, the Management Group, the Management SPVs and the Company shall take any and all necessary actions to ensure the election or appointment, as applicable, of such designated Person to the Board.

(b) As of immediately following the Closing, after giving effect to the appointment of the Investor Director (and the acceptance of resignation of Ms. Ruby Lu from the Board), the Board will be comprised of 7 members.

(c) At any annual, special or other meeting (or written consent in lieu of a meeting) of shareholders of the Company in respect of the election of directors of the Company (if any), if the Company is required to nominate and recommend for election directors to serve as members of the Board, the Company shall nominate and recommend for election the Investor Directors, including soliciting proxies in favor of the election of the Investor Directors, and the Management SPV and the Management Group shall (i) vote the Ordinary Shares owned or Controlled, directly or indirectly, thereby to elect the Investor Directors to serve as members of the Board, and (ii) not initiate or support any proxy process or contest to remove or replace any Investor Director or take any similar action. In furtherance of the foregoing, at the written request of the Investor, the Management SPV and the Management Group agree to grant the Investor a voting proxy in respect of any and all Ordinary Shares owned or Controlled, directly or indirectly, by them as required or necessary to effect the election of the Investor Directors.

(d) The Investor Directors shall be entitled to the same rights, capacities, entitlements, compensation, if any, indemnification and insurance in connection with his or her role as a director as other members of the Board other than the chair of the audit committee of the Board, and shall be entitled to reimbursement for all documented, out-of-pocket expenses properly incurred in attending meetings of the Board or any committees thereof, to the same extent as other members of the Board. The Company shall, upon the appointment of the Investor Directors, enter into indemnification agreements in the same form as applicable to other members of the Board with such Investor Directors.

(e) In addition, each Investor Director shall be entitled to coverage under the Company’s directors’ and officers’ liability insurance effective upon his or her appointment to the Board, with the same coverage as, and containing terms and conditions no less favorable than, those available to the other members of the Board.

(f) The Investor Directors shall be entitled to serve on any committees of the Board (whether currently in existence or those that may be formed and established in the future); provided , however , that notwithstanding the foregoing, an Investor Director shall not be entitled to serve on any committee of the Board if, as determined in good faith by a majority of the Board (based upon the advice of outside legal counsel), such service on the committee would violate any applicable Laws or applicable listing rules.

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(g) The Company and the Board shall ensure, to the extent lawful, at all times that the memorandum and articles of association, by-laws and corporate governance policies and guidelines of the Company are not at any time inconsistent with this Article II .

(h) The Holders acknowledge and agree that all Directors (including the Investor Directors) shall be subject to the Company’s code of business conduct and ethics.

2.2 Investor’s Board Observer Rights . For so long as the Investor continues to beneficially own, whether directly or indirectly, at least the Minimum Shares and the Investor has not nominated the second Investor Director, then a representative of the Investor, following a reasonable written request duly made by the Investor, shall be entitled to attend the meetings of the Board (and any committee of the Board) in a non-voting observer capacity, provided , however , that the Company reserves the right to exclude such representative from any meeting or portion thereof if attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel.

ARTICLE III

COVENANTS REGARDING VOTING MATTERS

3.1 Significant Matters .

(a) For so long as the Investor continues to beneficially own, whether directly or indirectly, at least the Minimum Shares, no member of the Management Group who is a director shall vote in any board meetings of the Company or a Significant Subsidiary in favor of the taking of any of the following actions by the Company or any Significant Subsidiaries (collectively, the “ Significant Actions ”), without the prior written consent of the Investor; provided , however , that for the avoidance of doubt, the foregoing obligation shall, in no event, require any such member of the Management Group to violate his fiduciary duties to the Company (in his capacity as a director on the Board):

(A) any material change to the purpose or scope of activity of the Company or any of its Significant Subsidiaries;

(B) any material changes to the constitutional documents of the Company or any of its Significant Subsidiaries (including, for purposes hereof, any material change to any of the Corporate Structure Contract);

(C) the merger, consolidation or amalgamation of the Company or any of its Significant Subsidiaries with any third-party entity, or any proposal to cease to carry on the business or a substantial part of the business of the Company or any of its Significant Subsidiaries or to wind up or dissolve the Company or any of its Significant Subsidiaries or any material asset sales or dispositions outside the ordinary course of business;;

(D) any changes to the size of the Board other than a change in connection with the nomination of a second Investor Director pursuant to Section 2.1(a) of this Agreement;

(E) any changes to the structure (including the number and the composition of members) of any board of directors of any Significant Subsidiary; and

(F) any corporate action which materially alters the capital structure of, or rights conferred by securities issued by the Company or any of its Significant Subsidiaries, including the issuing of any equity or equity-linked securities, the granting

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of an option to subscribe for securities, the adjustment, split, combination, reclassification or redemption of securities, the buy-back of securities or the increase, reduction or conversion of capital (but excluding the grant or issuance of any equity or equity-linked securities pursuant to the Company’s share incentive plans that have been properly adopted and approved by the Board).

(b) In furtherance of the foregoing, and even if, as a matter of applicable Laws or the applicable listing rules of the NYSE or the applicable Group Company’s constitutional documents, any proposed Significant Action does not require the affirmative vote or written consent of the Board, the Parties hereby acknowledge and agree that, before any Group Company proposes to take any of the foregoing Significant Actions, the Management SPVs and the Management Group shall (x) consult in good faith with the Investor on such Significant Action and (y) ensure that such Significant Action shall be duly submitted to the Board for review and approval prior to effecting such Significant Action.

(c) Notwithstanding the foregoing provisions of this Section 3.1 , if any member(s) of the Management Group who are on the Board reasonably believe in good faith, based upon the written advice of external legal counsel, that their compliance with the provisions of Section 3.1(a) above, in respect of the voting against any Significant Action, would violate such member’s fiduciary duty to the Company (in his capacity as a director on the Board), then in such event:

(A) such member(s) of the Management Group shall promptly notify the Investor in writing, including providing a copy of the legal advice forming the basis for such determination; and

(B) prior to such Significant Action being submitted to the Board for review and approval, the Investor shall be given a reasonable opportunity to review the basis for such legal advice and any other matters relevant to the proposed Significant Action, including retention and review by an expert or other advisor selected by the Investor, and the Company shall pay the fees and expenses of such advisor and cooperate with such advisor as reasonably requested thereby in connection with its review; and

(C) at any meeting of the Board in which such Significant Matter is to be considered, the Investor and the Management Group directors shall ensure that such Significant Matter is considered exclusively by all the “independent directors” of the Company (as defined by the NYSE listing requirements) who are not otherwise subject to a conflict of interest in respect of such Significant Action; and

(D) in the event that such Significant Action shall not be approved by a majority of the “independent directors”, the Significant Matter shall not be approved (or any action taken with respect thereto).

3.2 Grant of Voting Proxy .

(a) If, following the Closing, (i) the Investor and Autotrader Group, Inc. or any of their Controlled affiliate purchases any additional Ordinary Shares (or ADSs) from the Sellers in future privately-negotiated transactions or from open market (such acquired shares, if any, are referred to as the “ Future Investor Purchased Shares ”), (ii) the Notes that have been issued pursuant to the Note Purchase Agreements remain issued and outstanding, (iii) the Management Group continues to Control the Company, and (iv) no Significant Triggering Event has occurred in respect of any member of the Management Group, then, at the written request of the Management Group, the Investor agrees, and

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agrees to cause Autotrader Group, Inc. and any of such Controlled affiliate (if applicable), to grant to Management SPV 1 a voting proxy solely in respect of forty percent (40%) of such Future Investor Purchased Shares that may be voted at any ordinary or special meeting of shareholders of the Company (the “ Proxy Shares ”).

(b) For avoidance of doubt, other than the Proxy Shares, such voting proxy (if requested to be granted by the Management Group) shall not apply to any other voting securities of the Company that are or may be beneficially owned by the Investor (whether directly or indirectly), including any Investor Purchased Shares, the remaining 60% of the Future Investor Purchased Shares or any other voting securities of the Company that may be otherwise acquired by the Investor.

(c) In addition, the voting proxy granted by the Investor to the Management Group under Section 3.2(a) above (if so requested by the Management Group) shall not, in any way, modify any of the obligations of the Management Group and the Management SPVs pursuant to Section 2.1(c) above.

ARTICLE IV

TRANSFER RESTRICTIONS

4.1 Limitation on Transfer by Management SPVs and the Management Group .

(a) The Parties acknowledge and agree that the Pledged Shares have been pledged to the Investor on a first-priority basis to secure the payment obligations under the Notes issued to the Investor pursuant to the Note Purchase Agreements.

(b) For so long as a Note remain issued and outstanding, the Management SPV that issued the Note and the corresponding member of the Management Group agrees not to Transfer, directly or indirectly, any of the Pledged Shares or interest thereof owned by such Management SPV that are subject to the Security Documents, except for (i) a Transfer by such Management SPV of such portion of the Pledged Shares that is necessary to permit such Management SPV to make a Permitted Prepayment pursuant to the Note, (ii) a Transfer of such portion of the Pledged Shares owned by such Management SPV that is necessary to permit the Investor to exercise its Repurchase Rights pursuant to this Agreement, or (iii) if such member of the Management Group becomes a Ceasing Management based upon the occurrence of an event that is described in Section 6.2(b) below, a Transfer by such Management SPV of such portion of the Pledged Shares that is necessary to permit such Management SPV to repay the outstanding Indebtedness under the Note (provided that reasonable measures including any applicable documentation, is made to ensure that the proceeds of all such Transfers are immediately applied toward such Indebtedness). The Management Group, the Management SPVs and the Company shall ensure that details of such Transfer restriction be entered in the share register of the Management SPVs and Company (as the case may be) pursuant to the Security Documents, and ensure that the Management SPVs and the Company shall not file any change in the register without the consent of the Investor.

(c) Any purported Transfer by the Management SPVs or any member of the Management Group in violation of this Section 4.1 shall be null and void.

4.2 Limitation on Transfer by Investor . For a period of six (6) months following the Closing Date, without the prior written approval of the Company (which approval shall not be unreasonably withheld or delayed), the Investor shall not Transfer or propose to Transfer any of the Investor Purchased Shares, other than Transfers by the Investor to any of its affiliates; provided , however , that such affiliate shall be required to execute a joinder agreement pursuant to which such affiliate shall become a party to this Agreement.

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ARTICLE V

REGISTRATION RIGHTS

5.1 Granting of Registration Rights . The Company hereby grants the Investor and the Management SPVs with the registration rights that are set forth in Exhibit A hereto.

ARTICLE VI

INVESTOR’S RIGHT TO REPURCHASE

6.1 Repurchase Right. The Investor is hereby granted the right (the “ Repurchase Right ”), exercisable at any time during the 90-day period following the date a member of the Management Group (a “ Ceasing Management ”) ceases to remain employed by the Company while the relevant Note remains issued and outstanding (the “ Repurchase Right Period ”), to repurchase any or all of certain percentage (as provided under Section 6.3 of this Agreement) of Management Purchased Shares then held by the Management SPV wholly owned by such Ceasing Management in accordance with this Article VI .

6.2 Repurchase Price. Subject to the provision of Section 6.4 , the applicable purchase price per share for Management Purchased Shares repurchased by the Investor pursuant to this Article VI shall be:

(a) the lower of (i) US$6.50 per share (the “ Original Price ”), and (ii) the price of the Ordinary Shares that is determined based upon the weighted average trading price of the Company’s ADS during the 30-day period prior to the date of exercise of the Repurchase Right (the “ FMV ”), if a Significant Triggering Event occurs or such Ceasing Management resigns for any reason other than a Good Reason; and

(b) the higher of (i) the Original Price and (ii) the FMV, if such Ceasing Management ceases to remain employed by the Company as a result of (A) the death of the Ceasing Management, (B) a permanent disability of the Ceasing Management which shall mean a physical or mental impairment which, as reasonably determined by the Board of the Company, renders such Ceasing Management unable to perform the essential functions of his employment with the Company, or (C) the termination of employment by the Company for any reason other than for a Significant Triggering Event, or (D) the Ceasing Management resigns for Good Reason.

6.3 Shares Subject to Repurchase. The percentage of Management Purchased Shares held by the Management SPV wholly owned by such Ceasing Management and subject to the Repurchase Right under Section 6.1 is as follows:

(a) if the Repurchase Right is exercised in accordance with this Agreement due to a Ceasing Management’s cessation of employment before the first anniversary (non-inclusive) of the Effective Date of this Agreement, then the Repurchase Right shall apply to 100% of the Management Purchased Shares beneficially owned by the Ceasing Management;

(b) if the Repurchase Right is exercised in accordance with this Agreement due to a Ceasing Management’s cessation of employment between the first anniversary (inclusive) and second anniversary (non-inclusive) of the Effective Date of this Agreement, then the Repurchase Right shall apply to 75% of the Management Purchased Shares beneficially owned by the Ceasing Management;

(c) if the Repurchase Right is exercised in accordance with this Agreement due to a Ceasing Management’s cessation of employment between the second anniversary (inclusive) and third anniversary (non-inclusive) of the Effective Date of this Agreement, then the Repurchase Right shall apply to 50% of the Management Purchased Shares beneficially owned by the Ceasing Management;

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(d) if the Repurchase Right is exercised in accordance with this Agreement due to a Ceasing Management’s cessation of employment between the third anniversary (inclusive) and fourth anniversary (non-inclusive) of the Effective Date of this Agreement, then the Repurchase Right shall apply to 25% of the Management Purchased Shares beneficially owned by the Ceasing Management; and

(e) following the fourth anniversary of the Effective Date of this Agreement, none of the Management Purchased Shares shall be subject to the Repurchase Right.

6.4 Certain Circumstances. Notwithstanding the provisions of Section 6.2 and Section 6.3 above, upon (i) the occurrence of a Significant Triggering Event while the relevant Note remains issued and outstanding, whether or not the relevant Management Group member remains employed by the relevant Group Company, or (ii) the resignation of any Ceasing Management for any reason (other than for Good Cause) prior to the first anniversary (non-inclusive) of the Effective Date of this Agreement, then the Investor shall have the right, at its sole option, to exercise the Repurchase Right for all of the Management Purchased Shares beneficially owned by such Management Group member.

6.5 Process. The Investor may exercise the Repurchase Right at any time before the expiration of the Repurchase Right Period by delivering written notice to the relevant Management SPV (the “ Selling Management SPV ”) indicating (i) the number of Management Purchased Shares being transferred to the Investor, (ii) the purchase price to be paid per share in respect of such Management Purchased Shares, and (iii) the closing date on which the repurchase is to be effected. On the closing date so specified by the Investor, the Selling Management SPV shall transfer the appropriate number of Management Purchased Shares to the Investor, together with an instrument of transfer, bought and sold notes and any other document necessary to perfect the transfer on the books of the Company.

6.6 Payment. In lieu of making any actual cash payments for the exercise of the Repurchase Rights pursuant to this Article VI , the Investor shall be permitted to pay for the purchase price via the cancellation of the applicable Indebtedness (or relevant portion thereof) under the Note that is issued by the Selling Management SPV to the Investor. If a portion (but not the entire amount of the Indebtedness under a Note) will be canceled in connection with any exercise of the Repurchase Right, the Selling Management SPV shall issue a replacement Note (in the same form of the original Note) reflecting the portion of the Indebtedness under the Note that was not cancelled.

6.7 Termination of Repurchase Right. The Repurchase Right shall terminate with respect to any Management Purchased Shares for which notice of exercise is not timely delivered by the Investor within the Repurchase Right Period. In addition, if the Investor assigns any of its rights under a Note to any third party who is not an affiliate of the Investor or is a direct competitor of the Company in the PRC, the Repurchase Rights shall automatically terminate with respect to such portion of the Note that has been assigned. For the avoidance of doubt, a Transfer of any Management Purchased Shares for the purpose of enforcing a security interest under the Security Documents or any pledge of a Note (or the grant of any other security interests in respect of a Note) by the Investor to any third party shall not constitute an assignment for purposes of such automatic termination.

6.8 Adjustment. The purchase price per share to be paid upon the exercise of the Repurchase Right shall be adjusted as follows: (i) the purchase price will automatically be adjusted to reflect any subdivision or consolidation or similar transaction affecting the Management Purchased Shares; (ii) any dividend paid in kind or other distribution paid in kind on any Management Purchased Share will be held by the relevant Management SPV and will be delivered to the Investor when that

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Management Purchased Share is repurchased under this Article VI ; (iii) any security or other property (other than cash) received in respect of a Management Purchased Share as a result of any reorganization, reclassification, merger, consolidation or other similar transaction will be held by the relevant Management SPV and will be delivered to the Investor when that Management Purchased Share is repurchased under this Article VI .

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of the Parties . Each Party hereby represents and warrants to the other Parties as follows:

(a) Organization, Good Standing and Qualification . Such Party (if it is an entity) is duly incorporated, validly existing and in good standing under the Law of its jurisdiction of formation. Such Party (if he/she is an individual) is a Person in good standing.

(b) Authority . Such Party has all necessary corporate or similar power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by such Party of this Agreement have been duly authorized by all requisite corporate or other action. This Agreement has been duly executed and delivered by such Party and constitutes the legal, valid and binding obligations of such Party, enforceable against such Party in accordance with their respective terms, subject to applicable Law.

(c) Noncontravention . The execution, delivery and performance by such Party of this Agreement do not and shall not (i) conflict with or violate any provision of its constitutional documents, any applicable Law or any Governmental Order to which such Party is subject or (ii) conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (with or without notice or lapse of time, or both) under, require any notice or consent under, or give to others any rights of termination, acceleration or cancellation of, any Contract to which such Party is a party or by which it is bound or to which any of its assets or properties are subject.

(d) Consents and Approvals . The execution, delivery and performance by such Party of this Agreement do not and shall not require any consent of, action by or in respect of, or filing, submission or registration with, or giving of any notice to, any Governmental Authority or any other Person (each, an “ Authorization ”) to be obtained or made by such Party, except (i) for such Authorizations as have already been obtained or made by such Party before the date hereof, and (ii) as otherwise required by SEC or explicitly provided in this Agreement.

ARTICLE VIII

COVENANTS

8.1 Covenants relating to the Transaction under the Transaction Documents .

(a) Public Announcement . None of the Parties nor the Company shall, at any time, issue or make any reports, statements or releases to the public with respect to this Agreement, any other Transaction Documents, or the transactions contemplated hereby or thereby, without the consent of each of the Company and the Investor, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in the event that any Party is requested or becomes legally compelled (including without limitation any reports or filings required to be made with the SEC) to disclose the existence of this Agreement or content of any of terms of the transaction, such Party (the “ Disclosing

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Party ”) shall provide the other Parties with prompt written notice of that fact and shall consult with the other Parties regarding such disclosure, and in any event, the Disclosing Party shall furnish only that portion of the information that is legally required.

(b) Depositary Arrangement . The Company shall facilitate and consent to the deposit of any or all of the Investor Purchased Shares (as may be requested by the Investor) with the depositary for the issuance of ADSs in accordance with the Deposit Agreement between the Company, CITIBANK, N.A. as depositary, and all holders and beneficial owners of American depositary shares issued thereunder (as may be amended or replaced from time to time).

(c) No Voting or Conflicting Agreements . For so long as this Agreement remains in effect, without the prior written consent of the Investor, the Management Group and the Company, neither the Investor, the Management Group, any Management SPV nor the Company shall enter into, or otherwise agree to be bound by, any voting trust with respect to any Ordinary Shares, nor shall any of them enter into any shareholders agreement or arrangement of any kind with any Person with respect to any Ordinary Shares (including, without limitation, an agreement or arrangement with respect to the acquisition, disposition, or voting of the Ordinary Shares), or otherwise act or agree to act in concert with any Person with respect to any Ordinary Shares, to the extent such agreement, arrangement, or concerted act would controvert, or otherwise be inconsistent with, the provisions of this Agreement.

8.2 Corporate Opportunities . Subject to the Investor Directors’ compliance with the Company’s code of business conduct and ethic and corporate governance guidelines, the Parties hereby acknowledge and understand that, nothing in this Agreement shall preclude or in any way restrict the Investor, any of its affiliates or Associates from investing or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has or may in the future have products or services that compete, whether directly or indirectly, with those of the Company.

8.3 Contractual Arrangement; Compliance Matters . For so long as this Agreement remains in effect, the Management Group, the Management SPV and the Company shall use their reasonably best efforts to ensure that:

(a) each of the contracts among the Company and any of the Group Companies or any of their respective shareholders, as the case may be, as set forth in the SEC Filings (each a “ Corporate Structure Contract ” and collectively the “ Corporate Structure Contracts ”) shall remain in full force and effect under the applicable Laws and the parties thereto shall comply with the terms or provisions of such Corporate Structure Contract,

(b) none of the parties to any of the Corporate Structure Contracts, shall make any communication regarding termination of, or intention not to renew, any of such Corporate Structure Contracts,

(c) to the extent permitted by applicable Laws, the material assets and properties of the Group can be owned by subsidiaries in the PRC that are wholly-owned (either directly or indirectly) by the Company; and

(d) each Group Company duly possesses and maintains such valid permits, licenses, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate national, provincial, local or foreign regulatory agencies or bodies and duly make all such filings required under any applicable Law, as necessary to conduct the business currently operated by them; each Group Company shall be in compliance with the terms and conditions of all such

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Governmental Licenses in all material aspects; and none of the Group Companies shall (i) violate any applicable Laws, (ii) revoke or modify any such material Governmental Licenses to adversely affect the business currently operated by them, or (iii) violate its constitutional documents.

8.4 Circular 75 . For so long as this Agreement remains in effect, the Management Group, the Management SPV and the Company shall comply with, and shall use their reasonable best efforts to procure the compliance by all of the Company’s shareholders and senior management members who are PRC residents or PRC citizens to the knowledge of the Company, with any applicable rules and regulations of the SAFE (the “ SAFE Rules and Regulations ”), including, without limitation, (i) taking reasonable steps to require each of such shareholders and senior management members to complete any registration and other procedures required under applicable SAFE Rules and Regulations and (ii) causing any former or existing shareholders of the CEO SPV, who are PRC residents, to make (as soon as practically possible after the Closing) any filings or amended filings with the SAFE (if any of them has not done so) as may be required under Circular 75 and other applicable SAFE Rules and Regulations.

8.5 Non-Competition and Non-Solicitation Covenants .

(a) Each member of the Management Group hereby acknowledges that the Investor agrees to invest in the Company and become a shareholder on the basis of continued and exclusive services of and full devotion and commitment by such member to the Group Companies, and agrees that the Investor should have reasonable assurance of such basis of investment. Each member of the Management Group hereby agrees that during his association with the Company, either as a director, employee or consultant, and for a period of one year following the termination of such association, he will not, whether directly or indirectly:

(A) approach clients, customers or contacts of the Company or any other Group Company or other persons or entities introduced to him in his capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the relevant Group Company and such persons and/or entities;

(B) unless expressly consented to by the Company, assume employment with or provide services as a director or otherwise for any competitor of the Company or the Group, or engage, whether as principal, partner, licensor or otherwise, any competitor of the Company or the Group; and

(C) unless expressly consented to by the Company, seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company or any Group Company employed as at or after the date of the above-mentioned termination, or in the year preceding the above-mentioned termination.

(b) Each undertaking in Section 8.5(a) shall be treated as independent of the other undertakings so that, if any of them is held to be invalid or unenforceable for any reason, the remaining undertakings shall be valid to the extent that they are not affected.

(c) Each member of the Management Group hereby expressly acknowledges and declares that he has duly considered the undertakings set out in Section 8.5(a) and considers that they are reasonable in the circumstances, and warrants and undertakes to the Investor that he shall not challenge or query the validity and enforceability of these undertakings.

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ARTICLE IX

MISCELLANEOUS

9.1 Further Assurances . Each Party agrees that it shall, from time to time on or after the date hereof, do, execute, acknowledge and deliver, and will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, certificates, bills of sale, assignments, transfers, conveyances, powers of attorney, assurances and other documents as may be reasonably required to effectively carry out or better perfect the full intent and purpose of this Agreement.

9.2 Severability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

9.3 Entire Agreement . This Agreement, together with all schedules and exhibits hereto, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof.

9.4 Assignment . Unless otherwise provided herein, neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by any Party without the express written consent of the other Parties. Any purported assignment in violation of the foregoing sentence shall be null and void.

9.5 Amendment; Waiver . No modification, amendment or waiver of any provision of this Agreement shall be effective unless such modification, amendment or waiver is approved in writing by each of the Parties. The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

9.6 Specific Performance . The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

9.7 No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided under this Agreement.

9.8 Expenses . Except as otherwise specified in this Agreement, all costs and expenses, including, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the Party incurring such costs and expenses.

9.9 Notices . Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by courier service, fax, electronic mail or similar means to the address set forth below (or at such other address as such Party may designate

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by ten (10) days’ advance written notice to the other Parties given in accordance with this Section 9.9 ). Where a notice is given personally, delivery shall be deemed to have been effected on receipt (or when delivery is refused). Where a notice is sent by courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending through an internationally-recognized courier, with a confirmation of delivery, and to have been effected on receipt (or when delivery is refused). Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid if sent during normal business hours of the recipient on a Business Day thereof and otherwise on the next Business Day thereof.

9.10 Governing Law . This Agreement shall be governed by and construed under the Laws of the State of New York, without regard to principles of conflict of Laws thereunder.

9.11 Dispute Resolution .

(a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof (each, a “Dispute”), shall be referred to arbitration upon the demand of any Party to the dispute with notice (the “Arbitration Notice”) to the other Parties.

(b) The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration

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Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator, whom shall be mutually agreed to by the Parties, and if the Parties cannot so agree on such arbitrator within ten (10) Business Days of the commencement of the arbitration proceedings, three (3) arbitrators shall be appointed. In such case, one arbitrator shall be nominated by the Party or Parties, as the case may be, commencing the arbitration proceedings (the “Claimant Side”), and one arbitrator shall be nominated by the respondent or respondents, as the case may be, to the proceedings (the “Respondent Side”), and if either the Claimant Side or the Respondent Side shall fail to nominate its arbitrator, the HKIAC shall appoint such arbitrator. The two arbitrators so chosen shall select a third arbitrator, provided that if such two arbitrators shall fail to choose a third arbitrator within thirty (30) days after such two arbitrators have been selected, the HKIAC shall appoint the third arbitrator. The third arbitrator shall be the presiding arbitrator. The Parties shall use commercially reasonable efforts to appoint arbitrators who are qualified to practice law in the State of New York.

(c) The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.11, including the provisions concerning the appointment of the arbitrators, the provisions of this Section 9.11 shall prevail.

(d) Each Party to the arbitration shall cooperate with each other Party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other Party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such Party.

(e) The arbitration shall be conducted in private. Each Party agrees that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the Parties otherwise agree in writing.

(f) The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award.

(g) The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive Laws of the State of New York (without regard to principles of conflict of Laws thereunder) and shall not apply any other substantive Law.

(h) Any Party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(i) The non-prevailing Party shall be responsible for all the costs and expenses (including without limitation reasonable attorneys’ fees and expenses) incurred by the prevailing Party in connection with the Dispute, in addition to all other recoverable costs that the prevailing Party may be entitled to as determined by the arbitral tribunal.

(j) During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

9.12 Effectiveness . This Agreement shall become effective upon the consummation of the sale and purchase of the Ordinary Shares under the Share Purchase Agreements.

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9.13 Termination . This Agreement will terminate at such time that the Investor ceases to beneficially own at least the Minimum Shares, and this Agreement shall thereafter be null and void, except that Article V (Registration Rights) and this Article IX (Miscellaneous) shall survive any such termination indefinitely. Nothing in this Section 9.13 will be deemed to release any Party from any liability for any willful and material breach of this Agreement or to impair the right of any Party to compel specific performance by another Party of its obligations under this Agreement.

9.14 Counterparts . This Agreement may be executed and delivered in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the Parties have caused this Shareholders Agreement to be executed as of the date first written above by their respective duly authorized representative.

[Signature Page to Shareholders Agreement]

IN WITNESS WHEREOF, the Parties have caused this Shareholders Agreement to be executed as of the date first written above by their respective duly authorized representative.

[Signature Page to Shareholders Agreement]

IN WITNESS WHEREOF, the Parties have caused this Shareholders Agreement to be executed as of the date first written above by their respective duly authorized representative.

[Signature Page to Shareholders Agreement]

IN WITNESS WHEREOF, the Parties have caused this Shareholders Agreement to be executed as of the date first written above by their respective duly authorized representative.

[Signature Page to Shareholders Agreement]

IN WITNESS WHEREOF, the Parties have caused this Shareholders Agreement to be executed as of the date first written above by their respective duly authorized representative.

[Signature Page to Shareholders Agreement]

IN WITNESS WHEREOF, the Parties have caused this Shareholders Agreement to be executed as of the date first written above by their respective duly authorized representative.

[Signature Page to Shareholders Agreement]

IN WITNESS WHEREOF, the Parties have caused this Shareholders Agreement to be executed as of the date first written above by their respective duly authorized representative.

[Signature Page to Shareholders Agreement]

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Exhibit A

Registration Rights

1. Definitions . For the purpose of this Exhibit A:

1.1 Registration . The terms “ register ”, “ registered ”, and “ registration ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement.

1.2 Registrable Securities . The term “ Registrable Securities ” means all of the Ordinary Shares acquired by the Investor and the Management SPVs pursuant to the Share Purchase Agreements.

1.3 Registrable Securities then outstanding . The number of shares of “ Registrable Securities then outstanding ” shall mean the number of Ordinary Shares that are Registrable Securities and are then issued and outstanding.

1.4 Holder . The term “ Holder ” means any person who holds Registrable Securities or any assignee of record of such Registrable Securities to whom rights under this Exhibit A have been duly assigned in accordance with this Agreement.

1.5 Form S-3 and Form F-3 . The terms “ Form S-3 ” and “ Form F-3 ” mean such respective form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.6 SEC . The term “ SEC ” or “ Commission ” means the U.S. Securities and Exchange Commission.

1.7 2009 Shareholders Rights Agreement . The term “2009 Shareholders Rights Agreement” means that certain shareholders rights agreement, dated July 8, 2009, entered into by and between the Company and certain shareholders.

1.8 2009 Registrable Securities . The term “2009 Registrable Securities” means the “Registrable Securities” defined under the 2009 Shareholders Rights Agreement.

1.9 Terms not otherwise defined under this Exhibit A shall have the meanings given under the main text of the Shareholders Agreement.

2. Demand Registration .

2.1 Request by Holders . If the Company shall at any time after the Effective Date hereof receive a written request from the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Exhibit A, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“ Request Notice ”) to all Holders, and use all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request Notice, subject only to the limitations of this Section 2;

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provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least thirty percent (30%) of all Registrable Securities then outstanding; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2 or Section 4, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3 of this Exhibit A, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3(a) of this Exhibit A.

2.2 Underwriting . If the Holders initiating the registration request under this Section 2 (“ Initiating Holders ”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the Request Notice referred to in this Section 2.1. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2, if the underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided , however , that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

2.3 Maximum Number of Demand Registrations . The Company shall be obligated to effect only three (3) such registrations pursuant to this Section 2, in which at least two (2) of such registrations shall exclusively be requested by the Investor.

2.4 Deferral . Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2:

(a) during the period starting with the date sixty (60) Business Days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180)

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Business Days following the effective date of, a Company-initiated registration subject to Section 3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;

(b) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 4 hereof; or

(c) if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the initiating Holders; provided , however , that the Company may not utilize this right more than once in any twelve (12) month period.

2.5 Expenses . All expenses incurred in connection with any registration pursuant to this Section 2, including without limitation all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, printer’s and accounting fees, and fees and disbursements of counsel for the Company including reasonable expenses of one legal counsel for the Holders (but excluding underwriters’ discounts and commissions relating to shares sold by the Holders), shall be borne by the Company. Each Holder participating in a registration pursuant to this Section 2 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all discounts, commissions or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Holders.

3. Piggyback Registrations.

3.1 The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2 or Section 4 of this Exhibit A or to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

3.2 Right to Terminate Registration . The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 3.4 hereof.

3.3 Underwriting . If a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering, then the Company shall so advise the Holders of

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Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3 shall be conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including up to seventy-five percent (75%) of the Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement, and the holders of the 2009 Registrable Securities who have exercised piggy-back registration rights pursuant to Section 4 of Schedule 3 of the 2009 Shareholders Rights Agreement, on a pro rata basis based on the total number of Registrable Securities and 2009 Registrable Securities then held by (i) each such Holder (ii) and the holders of the 2009 Registrable Securities who have exercised piggy-back rights pursuant to Section 4 of Schedule 3 of the 2009 Shareholders Rights Agreement); provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer, consultant or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are Associates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

3.4 Expenses . All expenses incurred in connection with a registration pursuant to this Section 3 (excluding underwriters’ and brokers’ discounts and commissions relating to shares sold by the Holders), including, without limitation all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company and reasonable expenses of one legal counsel for the Holders, shall be borne by the Company.

3.5 Not Demand Registration . Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.

4. Form S-3 or Form F-3 Registration

4.1 In case the Company shall receive from any Holder or Holders of a majority of all Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 or Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:

(a) Notice . Promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and

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(b) Registration . As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fourteen (14) Business Days after the Company provides the notice contemplated by Section 4.1(a) above; provided , however , that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4:

(A) if Form S-3 or Form F-3 is not available for such offering by the Holders;

(B) if the Holders propose to sell Registrable Securities at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000;

(C) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 or Form F-3 registration statement no more than once during any twelve month period for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 4; or

(D) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.2 of this Exhibit A.

4.2 Expenses . The Company shall pay all expenses incurred in connection with each registration requested pursuant to this Section 4 (excluding underwriters’ or brokers’ discounts and commissions relating to shares sold by the Holders), including without limitation all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel and reasonable expenses of one legal counsel for the Holders.

4.3 Not Demand Registration . Form S-3 or Form F-3 registrations shall not be deemed to be demand registrations as described in Section 2 above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 4.

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5. Obligations of the Company.

Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:

5.1 Registration Statement . Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, provided , however , that (x) before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall provide counsel for Holders of registration rights relating to securities of the Company with an adequate and appropriate opportunity to review and comment on such registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filled with the SEC, subject to such documents being under the Company’s control, and (y) the Company shall notify the counsel and each selling Holder of Registrable Securities of any stop order issued or threatened by the SEC and take all action required to prevent the entry of such stop order or to remove it if entered.

5.2 Amendments and Supplements . Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

5.3 Prospectuses . Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

5.4 Blue Sky . Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service of process in such jurisdiction and except as may be required by the Securities Act.

5.5 Underwriting . In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement, provided that (i) no Holder will be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements specifically regarding such Holder, its rights, title and interest in the Registrable Securities and its intended method of distribution and (ii) no Holder will be required to provide an indemnity in such underwriting agreement that is broader than the provisions in Section 7.2 of this Exhibit A.

5.6 Notification . Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and the Company shall promptly prepare a supplement or amendment to such prospectus (and, if necessary, a post-effective amendment to the registration statement) and furnish to the selling Holder of Registrable Securities a reasonable number of copies of such supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the

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purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

5.7 Opinion and Comfort Letter . Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

5.8 Exchange Listing . Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed.

5.9 SEC Compliance; Earnings Statements . Comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

5.10 Notwithstanding any of the foregoing provisions, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2 or Section 4 of this Exhibit A if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case the participating Holders requesting for the withdrawal shall bear such expenses), unless, in the case of a registration requested under Section 2 of this Exhibit A, all of the Holders of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2 of this Exhibit A.

6. Furnish Information .

It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Exhibit A with respect to the Registrable Securities of the selling Holders that such selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the Registration of their Registrable Securities.

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7. Indemnification .

Notwithstanding any other provision under this Agreement, in the event any Registrable Securities are included in a registration statement under this Agreement:

7.1 Indemnification by the Company . To the extent permitted by law, the Company shall indemnify and hold harmless each Holder, and each of their respective partners, officers, directors, employees, advisors, agents, any underwriter (as defined in the Securities Act) for such Holder, and each Person, if any, who Controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against all losses, claims, damages and liabilities (joint or several; or actions, proceedings or settlements in respect thereof) to which such Holder, partner, officer, director, employee, advisor, agent, underwriter or Controlling Person may become subject under laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any registration, qualification or compliance, insofar as such losses, claims, damages or liabilities (or actions, proceedings or settlements in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “ Violation ”):

(a) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

(b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading; or

(c) any violation or alleged violation by the Company of the applicable Securities Law, or any rule or regulation promulgated under the applicable Securities Law;

and the Company shall reimburse such Holder, partner, officer, director, employee, advisor, agent, underwriter and Controlling Person for any legal or other expenses reasonably incurred by them, as such expenses are incurred, in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided , however , that the indemnity agreement contained in this Section 7.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, action or proceeding to the extent that it arises out of or is based upon (A) a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by a Holder or any of their respective partners, officers, directors, employees, advisors, agents, underwriters or Controlling Persons or (B) delivery of a prospectus by a Holder who has received notice from the Company that the registration statement relating thereto contains an untrue statement of a material fact or an omission of a material fact.

7.2 Indemnification by the Holder . To the extent permitted by law, each Holder shall, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its employees, advisors, agents and directors, each of its officers who has signed the registration statement, each Person, if any, who Controls the Company within the meaning of the Securities Act and any underwriter, against any losses, claims, damages or liabilities (joint or several; or actions, proceedings or settlements in respect thereof) to which the Company or any such director, officer, legal counsel, Controlling Person underwriter may become subject under the Securities Act, the Exchange Act or other United States federal or state law, insofar as such losses, claims, damages or liabilities (or actions, proceedings or settlements in respect thereof) arise out of or are based upon any of the following statements, omissions or Violation, in each case to the extent (and only to the extent) that such statement, omission or Violation occurs in sole reliance upon and in conformity with written information furnished by such Holder, or their respective partners, officers, directors, employees, advisors, agents, underwriters or Controlling Persons expressly for use in connection with such registration:

(a) untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; or

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(b) omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading,

and such Holder shall reimburse any legal or other expenses reasonably incurred by the Company or any such employee, advisor, agent, director, officer, Controlling Person or underwriter in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided , however , that the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided , further , that except for liability for willful fraud or misrepresentation, in no event shall any indemnity under this Section 7.2 exceed the net proceeds received by such Holder in such registration. For the avoidance of doubt, the obligations of the Holders under this Section 7.2 are several but not joint.

7.3 Notice . Promptly after receipt by an indemnified party of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided , however , that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, as incurred, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding.

7.4 Survival; Consents to Judgments and Settlements . The obligations of the Company and Holders under this Section 7 shall survive the completion of any offering of Registrable Securities in a registration statement under this Agreement. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a party of a release from all liability in respect to such claim or litigation.

8. No Registration Rights to Third Parties .

Without the prior consent of the Holders of 75% of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form S-3 or Form F-3 registration rights described in this Exhibit A, or otherwise) relating to any Securities of the Company, other than rights that are subordinate in right to the Holders or the registration rights already granted under the 2009 Shareholders Rights Agreement.

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9. Assignment.

The registration rights under this Exhibit A may be transferred or assigned to any transferee of the Registrable Securities.

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Exhibit H

NOTE PURCHASE AGREEMENT

By and Among

[    ]

And

[    ]

And

ATG GLOBAL MANAGEMENT L.P.

Dated as of November 1, 2012

TABLE OF CONTENTS

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of November 1, 2012, by and between:

(1) [                    ], a company duly incorporated and existing under the laws of British Virgin Islands, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “ Borrower ”);

(2) [                    ], an individual holding PRC passport No. [    ] (the “ Shareholder ”); and

(3) ATG Global Management L.P. , a partnership formed in the Cayman Islands, whose registered office is at Intertrust Cayman, PO Box 1034, 4th floor Harbour Place, 103 South Church Street, Grand Cayman, Cayman Islands, KY1-1102 (the “ Lender ”).

The Borrower, the Shareholder and the Lender are herein referred to each as a “ Party ” and collectively as the “ Parties ”.

RECITALS

A. The Borrower has agreed to issue and sell to the Lender, and the Lender has agreed to purchase from the Borrower, upon the terms and conditions hereinafter provider, a senior secured guaranteed note (the “ Note ”) in aggregate principal amount of [        ] (the “ Principal Amount ”).

B. In order to induce Lender to purchase the Note, (i) the Shareholder shall guarantee the payment obligations of the Borrower pursuant to this Agreement and the Note, and (ii) the Shareholder, the Borrower [and the CEO SPV (as defined below)] shall grant first-priority security interests in the Pledged Shares for the benefit of the Lender pursuant to the Security Documents (as defined below).

C. The Borrower shall use the Principal Amount solely to purchase [                    ] ordinary shares, with par value being US$0.00004 per share (the “ Ordinary Shares ”) of the Listco (the “ Borrower’s Purchased Shares ”) from certain third party sellers pursuant to the Share Purchase Agreement (as defined below).

In consideration of the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions . For purposes of this Agreement:

“ Business Day ” means any day that is not a Saturday, a Sunday, legal holiday or other day on which banks are required or authorized by Law to be closed in the PRC, Hong Kong or New York.

[“ CEO SPV ” means Proudview Limited, a company duly incorporated and existing under the laws of the British Virgin Islands, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands].

“ Circular 75 ” means the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Round Trip Investment via Overseas Special Purpose Vehicles promulgated by the SAFE on October 21, 2005.

“ Contract ” means, as to any Person, a contract, agreement, indenture, note, bond, loan, instrument, lease, mortgage, franchise, license, commitment, purchase order, and other legally binding arrangement, whether written or oral.

“ Encumbrance ” means any security interests, mortgages, liens, pledges, charges, reservations, restrictions, rights of way, options, rights of first refusal, community property interests, equitable interests, conditional sale or other title retention agreements, any agreement to provide any of the foregoing and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money, whether imposed by contract, Law, equity or otherwise.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ Governmental Authority ” means any government of any nation, federation, province or state or any other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization.

“ Governmental Order ” means any order, ruling, decision, verdict, decree, writ, subpoena, mandate, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“ Group ” means, collectively, the Listco and the Subsidiaries and Operating Entities.

“ Group Company ” means a member of the Group.

“ Hong Kong ” means the Hong Kong Special Administrative Region of the PRC.

“ Indebtedness ” has the meaning given under the Note.

“ Knowledge of the Shareholder ” means (i) the current, actual knowledge of the Shareholder, and (ii) the knowledge that should have come to the attention of the Shareholder in the normal and customary operation of the Group (based upon (x) the Shareholder’s role as a senior executive officer of the Group and (y) a reasonable due inquiry by the Shareholder of the officers and senior employees of the Group).

“ Law ” or “ Laws ” means any and all provisions of any applicable constitution, treaty, statute, law, regulation, ordinance, code, rule, or rule of common law, any governmental approval, concession, grant, franchise, license, agreement, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, in each case as amended, and any and all applicable Governmental Orders.

“ Liability ” means any direct or indirect liability, indebtedness, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued, absolute or contingent.

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“ Listco ” means Bitauto Holdings Limited , an exempted company duly incorporated and existing under the laws of the Cayman Islands, whose registered office is at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands.

“ NYSE ” means The New York Stock Exchange.

“ Person ” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“ PRC ” means the People’s Republic of China, but solely for the purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and the islands of Taiwan.

“ SAFE ” means the State Administration of Foreign Exchange of the PRC.

“ SEC ” means the Securities and Exchange Commission of the United States of America or any other federal agency at the time administering the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ Securities Laws ” means the Securities Act, the Exchange Act, the listing rules of, or any listing agreement with, NYSE and any other applicable Law regulating securities or takeover matters.

“ Security Documents ” means the following security documents that are to be executed and delivered in favor of the Lender: (i) a share charge in respect of 100% of the equity securities in the Borrower, in the form as set forth in Exhibit C hereto (the “ Borrower Share Charge ”), (ii) a share charge in respect of all the equity securities held by the Borrower in the Listco, which as of the date of this Agreement being the Borrower’s Purchased Shares, in the form as set forth in Exhibit D hereto (the “ Borrower-Listco Share Charge ”); [and (iii) a share charge in respect of 849,450 Ordinary Shares held by CEO SPV in the Listco, in the form as set forth in Exhibit E hereto (the “ Listco Share Charge ”)], and equity securities to be pledged under the Security Documents are herein collectively referred to as “ Pledged Shares ”.

“ Share Purchase Agreements ” means, collectively, those certain Share Purchase Agreements, dated November 1, 2012, by and among the Borrower or the Lender (as the case may be, as the “Purchasers”), and the “Seller” (as referred to therein), in substantially the form attached hereto as Exhibit F .

“ Shareholders Agreement ” means that certain shareholders agreement, by and among, the Lender, the Borrower, the Listco and the other parties thereto, in the form attached hereto as Exhibit B .

“ Transaction Documents ” means, collectively, this Agreement, the Note, the Security Documents, the Shareholders Agreement and any other agreements, documents or certificates delivered pursuant hereto or thereto.

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1.2 Other Defined Terms . The following terms have the meanings set forth in the Sections set forth below:

1.3 Interpretation and Rules of Construction . References to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” The words “to the extent” when used in this Agreement shall be deemed to be followed by the phrase “and only to the extent.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Exhibits and Schedules to this Agreement shall be deemed to form part of this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References in this Agreement to US$ shall be to United States dollars and to cash shall be to cash in U.S. dollars.

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ARTICLE II

ISSUANCE OF THE NOTE

Subject to the terms and conditions of this Agreement, at the Closing, the Borrower agrees to issue and sell the Note to the Lender against payment by the Lender to the Borrower of the Principal Amount. The Note shall be in the form of Exhibit A attached hereto.

ARTICLE III

CLOSING AND DELIVERY

3.1 Closing .

Subject to the terms and conditions of this Agreement, the closing of the purchase, sale and delivery of the Note pursuant to this Agreement (the “ Closing ”) shall take place as soon as possible following the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Section 6.2 with respect to the Closing (other than such conditions as may, by their terms, only be satisfied on the date of the Closing).

3.2 Closing Deliverables by the Borrower .

At the Closing, the Borrower shall:

(a) execute and deliver to the Lender a Note, in the form as set forth in Exhibit A hereto, reflecting the name of the Lender, a principal amount equal to the Principal Amount and the date of the Closing;

(b) deliver to the Lender a certified copy of the board resolutions (or shareholders’ resolutions if so required by its constitutional documents) of the Borrower approving this Agreement and the transactions contemplated hereunder; and

(c) deliver such other documents required to be delivered by the Borrower under Section 6.2 hereof.

3.3 Closing Deliverables by the Lender .

At the Closing, the Lender shall remit the Principal Amount to the Borrower (or to the account of the “Sellers” who are set forth in the applicable Share Purchase Agreements, on behalf of the Borrower) in accordance with wire instructions provided by the Borrower to the Lender no later than five (5) Business Days prior to the date of the Closing, in immediately available funds.

3.4 Use of Proceeds.

The Borrower shall use the proceeds from its sale and issuance of the Note solely for the purposes of funding the payment of the applicable purchase price payable to the applicable “Sellers” under the applicable Share Purchase Agreements.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Borrower and the Shareholder. The Borrower and the Shareholder hereby jointly and severally represent and warrant to the Lender, for the purpose of this Agreement and the Share Purchase Agreements, that each of the representations and warranties contained in this Section 4.1 is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the date of the Closing, with the same effect as if made on and as of the date of the Closing (unless such representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

(a) Organization, Good Standing and Qualification of the Borrower . The Borrower is duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands. The Borrower has all requisite legal and corporate power and authority to own and operate its properties and assets and to carry on its business as currently conducted and as proposed to be conducted, and is duly qualified to transact business in each jurisdiction in which it currently conducts and proposes to conduct business. The Shareholder is of sound mind, is over the age of 18, is not suffering from a mental disability, is not bankrupt under the laws of Hong Kong, the PRC or any other jurisdiction.

(b) Authority . Each of the Borrower and the Shareholder has all requisite capacity, power and authority to enter into this Agreement and the other Transaction Documents to which it or he is party, to perform its or his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Borrower and the Shareholder of this Agreement and the other Transaction Documents to which it or he is party and the consummation by the Borrower and the Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other action on the part of the Borrower and the Shareholder. This Agreement and the other Transaction Documents to which it or he is party have been duly executed and delivered by the Borrower and the Shareholder (as the case may be) and constitute legal, valid and binding obligations of the Borrower and the Shareholder (as the case may be), enforceable against the Borrower and the Shareholder (as the case may be) in accordance with their respective terms, subject to applicable Laws.

(c) Noncontravention . The execution, delivery and performance by the Borrower and the Shareholder of this Agreement and the other Transaction Documents to which it or he is party and the consummation of the transactions contemplated hereby and thereby, do not and shall not (i) conflict with or violate any provision of its constitutional documents, any applicable Law or any Governmental Order to which the Borrower or the Shareholder is subject, or (ii) conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (with or without notice or lapse of time, or both) under, require any notice or consent under, or give to others any rights of termination, acceleration or cancellation of, any Contract to which the Borrower or the Shareholder is a party or by which any of them is bound or to which any of their respective assets or properties are subject.

(d) Consents and Approvals . The execution, delivery and performance by the Borrower and the Shareholder of this Agreement and the other Transaction Documents to which it or he is party and the consummation of the transactions contemplated hereby and thereby do not and shall not require any consent of, action by or in respect of, or filing, submission or registration with, or giving of any notice to, any Governmental Authority or any other Person (each, an “ Authorization ”) to be obtained or made by the Borrower or the Shareholder, except (i) for such Authorizations as have already been obtained or made by the Borrower or the Shareholder before the date hereof, or (ii) as otherwise explicitly provided in this Agreement.

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(e) Borrower’s Share Capital . The authorized share capital of the Borrower is 50,000 ordinary shares, par value US$1.00, of which 5 shares are issued and outstanding. All of the outstanding shares of the Borrower have been duly authorized, are validly issued, fully paid and nonassessable and were issued in compliance with all applicable laws. The Shareholder is the sole and beneficial owner of such shares, free and clear of any and all Encumbrances whatsoever, and free of restrictions on transfer other than restrictions on transfer under this Agreement or the Transaction Documents. There are no outstanding options, warrants, rights (preemptive or otherwise), calls, Contracts or commitments, oral or in writing, to which the Shareholder is a party or by which the Shareholder is bounder to sell or transfer any of the shares of the Borrower, other than pursuant to the Transaction Documents. Except for the transactions contemplated hereunder, the Shareholder has not assigned, transferred, sold, distributed pledged or otherwise disposed or agreed to dispose of all or any portion, or any interest in the shares of the Borrower. The Borrower’s business is solely to act as a personal holding company for the Shareholder and to acquire and hold the Borrower’s Purchased Shares that are being purchased pursuant to the Share Purchase Agreement with the proceeds of the Note issued pursuant to this Agreement.

(f) Valid Issuance of the Note. The Note when issued as provided in this Agreement, will be duly authorized and validly issued.

(g) Brokers . No Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Borrower.

(h) Exempt Offering . The offer, sale and issuance of the Note as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable securities laws, and neither the Borrower nor Listco nor any of their authorized agent will take any action hereafter that would cause the loss of such exemption.

(i) SEC Filings . To the Knowledge of the Shareholder, the Listco has filed, on a timely basis, all reports, schedules, forms, statements and other documents required to be filed with or furnished to the SEC under the Securities Act or the Exchange Act (all of the foregoing filed prior to the date hereof collectively, the “ SEC Filings ”); the SEC Filings are the only filings required of the Listco pursuant to the Securities Act or the Exchange Act for the periods covered; the SEC Filings contain a complete and accurate description of the material business of the Group; at the time of the filing thereof, each of the SEC Filings complied as to form with the requirements of the Securities Act and the Exchange Act and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; the Listco is subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act; and as of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Filings.

(j) Disclosure . To the Knowledge of the Shareholder, the Listco has made available to the Lender all of the written information that is in the Listco’s actual possession that the Lender has requested in connection with the negotiation and execution of this Agreement. No representation or warranty of the Borrower and the Shareholder contained in this Agreement contains any untrue statement of a material fact or, to the Knowledge of the Shareholder, omits to state a material fact necessary in order to make the statements contained herein not misleading in light of the circumstances under which they were made.

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(k) Additional Representations Regarding the Listco and the Group :

(A) Financial Statements. To the Knowledge of the Shareholder, the financial statements of the Listco, including the notes thereto, included in the SEC Filings (collectively, the “ Financial Statements ”) were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with all applicable accounting requirements and with the rules and regulations of the SEC and have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”), applied on a consistent basis throughout the periods involved. The Financial Statements fairly present the consolidated financial condition and operating results of the Listco and the Group at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments).

(B) Absence of Changes. Since the date as of which information is given in the latest Form 20-F filed by the Listco with the SEC, except as otherwise stated therein, (A) the Listco has incurred no change that would, individually or in the aggregate, result in a material adverse effect in the business, properties, condition, financial or otherwise, or in the earnings or prospects of the Listco and the Group taken as a whole, whether or not arising in the ordinary course of business (a “ Material Adverse Effect ”), (B) there have been no transactions entered into by the Listco or any other Group Company that would, singly or in the aggregate, result in a Material Adverse Effect, (C) there has been no dividend or distribution of any kind declared, paid or made by the Listco on any class of its share capital, (D) there has been no material adverse change in the share capital, non-current indebtedness, combined net current assets or shareholders’ equity, combined operating profit or the total or per-share amounts of (loss) profit for the period of the Listco and the Group, and (E) there has been no obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Listco or any other Group Company that would, singly or in the aggregate, result in a Material Adverse Effect to the Listco or the Group as a whole.

(C) Good Standing of the Group Companies . The Listco does not own or control, directly or indirectly, any corporation, association or entity other than (i) Bitauto Hong Kong Limited and Beijing Bitauto Internet Information Company Limited (each a “ Subsidiary ” and collectively the “ Subsidiaries ”), and (ii) Beijing C&I Advertising Company Limited, Beijing Bitauto Information Technology Company Limited, Beijing Easy Auto Media Company Limited, Beijing Brainstorm Advertising Company Limited, Beijing New Line Advertising Company Limited, Beijing Bitauto Interactive Advertising Company Limited, Beijing You Jie Information Company Limited, You Jie Wei Ye (Beijing) Culture Media Company Limited, Beijing BitOne Technology Company Limited, Beijing Bit EP Information Technology Co., Ltd., Beijing Bitcar Interactive Information Technology Co., Ltd. and Beijing Xin Chuang Interactive Advertising Co., Ltd. (each an “ Operating Entity ” and collectively the “ Operating Entities ”). Each of the Group Companies has been duly organized and is validly existing in good standing (where applicable) under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Filings and is duly qualified to transact business and is in good standing (where applicable) in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect on such Group Company; and all of the issued and outstanding share capital or equity interest of each of the Group Companies has been duly authorized and validly issued, and is fully paid and non-assessable. None of the

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outstanding share capital or equity interest of any of the Group Companies was issued in violation of the preemptive or similar rights of any security holder of such entity. Except as disclosed in the SEC Filings, the issued and outstanding share capital or equity interest of each of Group Company is free and clear of any Encumbrance. Other than as disclosed in Schedule 4.1(k)(C) to this Agreement, as of the end of the fiscal year ended December 31, 2011, each Operating Entity constituted a “Significant Subsidiary” (as defined in Schedule 4.1(k)(C)) of the Listco.

(D) Capitalization . As of September 30, 2012, the authorized share capital of the Listco is 1,250,000,000 Ordinary Shares, of which, based upon the Listco’s registrar of members held by the Listco’s transfer agent, 41,640,890 Ordinary Shares were issued and outstanding (including 300,000 Ordinary Shares issued to the Listco’s depositary in anticipation of future exercise of the Listco’s equity awards), and all of the outstanding shares of the Listco are duly and validly authorized and issued, fully paid and nonassessable. Since December 31, 2011, the Listco has not issued any Ordinary Shares other than Ordinary Shares issued pursuant to the exercise of options granted under the Listco’s existing 2006 stock incentive plan or 2010 stock incentive plan which have been filed as exhibits to the SEC Filings (collectively, the “ Plans ”). As of September 30, 2012, options relating to 3,946,750 Ordinary Shares have been granted pursuant to the Plans, and 171,650 Ordinary Shares remain available for future grant pursuant to the Plans. On August 7, 2012, the Listco adopted the 2012 stock incentive plan (the “ 2012 Plan ”) and reserved for issuance 1,908,180 Ordinary Shares under the 2012 Plan. As of the date hereof, no options or shares have been issued pursuant to the 2012 Plan, and all of such 1,908,180 Ordinary Shares remain available for future grant pursuant to the 2012 Plan.

(E) Possession of Licenses and Permits . Except as disclosed in the SEC Filings, the Listco and the Group Companies (i) possess all necessary permits, licenses, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate national, provincial, local or foreign regulatory agencies or bodies and (ii) have made all necessary filings required under any applicable Law, which are necessary to conduct the business currently operated by them, except where (x) the lack of such Governmental Licenses or (y) the failure to file, as applicable, would not reasonably be expected to have a Material Adverse Effect. The Listco and the Group Companies are in compliance with the terms and conditions of all such Governmental Licenses in all material aspects and all of such Governmental Licenses are valid and in full force and effect. Neither the Listco nor any of the Group Companies has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses and to the Knowledge of the Shareholder, neither the Listco nor any of the Group Companies is in violation of, or in default under any Government Licenses; except in each case which, singly or in the aggregate, if subject of an unfavorable decision, ruling or finding, would not result in a Material Adverse Effect.

(F) Absence of Existing Defaults and Conflicts . Except as otherwise described in the SEC Filings, neither the Listco nor any of the Group Companies is (A) in violation of its Organizational Documents (as defined below), (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Listco or any of the Group Companies is a party or by which it or any of them is bound, or to which any of the property or assets of

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the Listco or any of the Group Companies is subject (collectively, “ Agreements and Instruments ”), (C) in violation of any applicable law, statute, regulation, rule, judgment, order, writ or decree of any government, government instrumentality or court having jurisdiction over the Listco or any Group Companies or any of their assets, properties or operations, or (D) in breach or in default of any of the Government Licenses, except for any such default or violation respect to clauses (B), (C) and (D) as would not, individually or in the aggregate, have a Material Adverse Effect. “ Organizational Documents ” means, with respect to any person, the memorandum of association, articles of association, articles of incorporation, certificate of incorporation, bylaws and any charter, partnership agreements, joint venture agreements or other organizational documents of such entity and any amendments thereto.

(G) Absence of Proceedings . There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or to the Knowledge of the Shareholder, threatened, against or affecting the Listco or any of the Group Companies, which might result in a Material Adverse Effect, or which might materially and adversely affect the properties or assets thereof; and the aggregate of all pending legal or governmental proceedings to which the Listco or any of the Group Companies is a party or of which any of their respective property or assets is the subject which are not described in the SEC Filings, including ordinary routine litigation incidental to the business, would not result in a Material Adverse Effect.

(H) Contractual Arrangement . To the Knowledge of the Shareholder, the description of the corporate structure of the Listco and the various contracts among the Listco and any of the Group Companies or any of their respective shareholders, as the case may be, (each a “ Corporate Structure Contract ” and collectively the “ Corporate Structure Contracts ”), as set forth in the SEC Filings is true and accurate in all material respects and nothing has been omitted from such description in the SEC Filings which would make it misleading in any material respect; there is no other material agreement, contract or other document relating to the corporate structure of the Listco and the Group Companies which has not been previously disclosed or made available to the Lender and, to the extent material to the Listco, disclosed in the SEC Filings; each Corporate Structure Contract is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such Corporate Structure Contract, except for any such breach or default which, individually or in aggregate, would not result in a Material Adverse Effect; none of the parties to any of the Corporate Structure Contracts has sent or received any communication regarding termination of, or intention not to renew, any of the Corporate Structure Contracts, and no such termination or non-renewal has been threatened or is being contemplated or anticipated by any of the parties thereto.

(I) Payment of Taxes . To the Knowledge of the Shareholder, the Listco and the Group Companies have filed all tax returns that are required to have been filed by them pursuant to applicable federal, state, national, provincial, local and non-U.S. tax law, and have paid all taxes shown to be due on such returns or pursuant to any assessment received by the Listco and the Group Companies, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided; the charges, accruals and reserves on the books of the Listco in respect of any income and corporation tax liability for any years not finally determined are reasonably adequate to

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meet any assessments or re-assessments for additional income tax for any years not finally determined, except for any such inadequacy, which, individually or in aggregate, would not result in a Material Adverse Effect.

(J) Business Practices . To the Knowledge of the Shareholder, none of the Listco, the Group Companies and the Listco’s and such Group Companies’ respective directors, officers, employees, representatives or agents has offered, promised, authorized or made, directly or indirectly, (A) any unlawful payments or (B) payments or other inducements (whether lawful or unlawful) to any foreign or domestic government official or employee (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage of the Listco; or violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-bribery or anti-corruption Laws, or made any unlawful bribe, payoff, influence payment, kick back, payment or rebate.

4.2 Representations and Warranties of the Lender . The Lender represents and warrants to the Borrower that each of the representations and warranties contained in this Section 4.2 is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the date of the Closing, with the same effect as if made on and as of the date of the Closing (unless such representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

(a) Organization, Good Standing and Qualification . The Lender is duly organized, validly existing and in good standing under the law of its jurisdiction of formation.

(b) Authority . The Lender has all requisite capacity, power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Lender of this Agreement and the consummation by the Lender of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action on the part of the Lender. This Agreement has been duly executed and delivered by the Lender and constitutes legal, valid and binding obligations of the Lender, enforceable against the Lender in accordance with their respective terms, subject to applicable Law.

(c) Noncontravention . The execution, delivery and performance by the Lender of this Agreement and the consummation of the transactions contemplated hereby, do not and shall not (i) conflict with or violate any provision of its constitutional documents, any applicable Law or any Governmental Order to which the Lender is subject or (ii) conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (with or without notice or lapse of time, or both) under, require any notice or consent under, or give to others any rights of termination, acceleration or cancellation of, any Contract to which the Lender is a party or by which it is bound or to which any of its assets or properties are subject, other than, in the case of (ii) above, any such conflicts, breaches, defaults, accelerations or rights that would not materially impair or delay the Lender’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby and thereby.

(d) Consents and Approvals . The execution, delivery and performance by the Lender of this Agreement and the consummation of the transactions contemplated hereby do not and shall not require any Authorizations to be obtained or made by the Lender, except (i) for such Authorizations as have already been obtained or made by the Lender before the date hereof, or (ii) as otherwise explicitly provided in this Agreement.

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ARTICLE V

COVENANTS AND AGREEMENTS

5.1 Affirmative Covenants . So long as the Note shall remain outstanding, each of the Shareholder and the Borrower shall:

(a) cause to be done all things necessary to preserve, renew and keep in full force and effect the legal existence of the Borrower; and

(b) take all other necessary actions as may be required or advisable to permit the consummation of the transaction contemplated under this Agreement and any other Transaction Documents.

5.2 Negative Covenants . The Shareholder and the Borrower, jointly and severally covenant that, so long as the Note shall remain outstanding:

(a) the Shareholder and the Borrower shall not sell, transfer or convey or otherwise dispose of any of the Borrower’s assets or properties (other than the pledge of the Pledged Shares pursuant to the Security Documents), except in connection with a “Permitted Prepayment” (as described below), and any purported sale, transfer or disposal in violation of the foregoing sentence without prior written consent of the Lender shall be null and void;

(b) the Borrower shall not conduct any business whatsoever, other than solely acting as a personal holding company for the Shareholder and to hold the Borrower’s Purchased Shares that are being purchased pursuant to the Share Purchase Agreement with the proceeds of the Note issued pursuant to this Agreement;

(c) neither the Shareholder nor the Borrower shall liquidate, dissolve or wind up the Borrower;

(d) neither the Shareholder nor the Borrower shall create, incur, assume or guarantee or be liable for (contingently or otherwise) any indebtedness by the Borrower (other than the indebtedness incurred under this Agreement and the Note); or

(e) neither the Shareholder nor the Borrower shall create, incur, assume or suffer to exist any Encumbrances of any kind on any of the Borrower’s assets or properties (other than the pledge of the Pledged Shares pursuant to the Security Documents).

5.3 Permitted Prepayment . Notwithstanding Section 5.2 above, in connection with any “Permitted Prepayment” (as expressly contemplated by Section 2(d) of the Note), the Borrower shall be entitled to sell such portion of the Borrower’s Purchased Shares that are subject to the Borrower-Listco Share Charge to the extent necessary to allow for the Permitted Prepayment. In the event of such Permitted Prepayment, the Lender shall cooperate with the Borrower and take all necessary steps to permit the Borrower to effect such sale of the portion of the Borrower’s Purchased Shares that is required to effect the Permitted Prepayment to the Lender by releasing such shares from the Borrower-Listco Share Charge; provided that the remaining balance of the Borrower’s Purchased Shares that is not sold to finance the Permitted Prepayment would remain subject to the Borrower-Listco Share Charge.

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ARTICLE VI

CONDITIONS TO CLOSING

6.1 Conditions to Obligations of the Borrower . The obligations of the Borrower to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction on or prior to the Closing of the conditions set forth below, unless waived in writing by the Borrower.

(a) Representations and Warranties . All representations and warranties made by the Lender in Section 4.2 (i) that are not qualified as to “materiality” shall be true and correct in all material respects as of the Closing and (ii) that are qualified as to “materiality” shall be true and correct as of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date.

(b) Performance of Obligations . The Lender shall each have performed or complied in all material respects with all obligations and covenants required to be performed by it under this Agreement prior to or at the Closing.

(c) No Order . No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would (i) substantially delay the consummation in any material aspect of such transactions, (ii) compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or (iii) render any Party unable to consummate such transactions.

(d) Compliance Certificate . The Lender shall have delivered to the Borrower and the Shareholder a certificate, executed by an authorized signatory of the Lender, dated as of the date of the Closing, certifying that the conditions set forth in Section 6.1(a) and Section 6.2(b) have been satisfied.

(e) Concurrent Closing under the Share Purchase Agreements. All conditions to closing under the Share Purchase Agreements have been satisfied or otherwise waived by the competent party thereunder and the closings under the applicable Share Purchase Agreements and the Closing hereunder shall concurrently take place.

6.2 Conditions to Obligations of Lender . The obligations of the Lender to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction on or prior to the Closing of the conditions set forth below, unless waived in writing by such Lender.

(a) Representations and Warranties . All representations and warranties made by the Borrower and the Shareholder in Section 4.1 (i) that are not qualified as to “materiality” shall be true and correct in all material respects as of the Closing and (ii) that are qualified as to “materiality” shall be true and correct as of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date.

(b) Performance of Obligations . The Borrower shall have performed or complied in all material respects with all obligations and covenants required to be performed by it under this Agreement prior to or as of the Closing.

(c) No Order . No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that

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has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would (i) substantially delay the consummation in any material aspect of such transactions, (ii) compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or (iii) render any Party unable to consummate such transactions.

(d) No Material Adverse Effect . There shall not have been any Material Adverse Effect that has had or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations, properties, assets, Liabilities of the Group.

(e) Compliance Certificate . The Borrower shall have delivered to the Lender a certificate, executed by an authorized signatory of the Borrower, dated as of the date of the Closing, certifying that the conditions set forth in Section 6.2(a) , Section 6.2(b) and Section 6.2(d) have been satisfied.

(f) Significant Subsidiary . The Borrower and the Shareholder shall have delivered to the Lender a written supplement required under Schedule 4.1(k)(C) to this Agreement.

(g) Consents . The Borrower shall have obtained any and all Authorizations necessary or appropriate for consummation of the issuance and sale of the Note on or prior to the date of the Closing, all of which shall be in full force and effect.

(h) Concurrent Closing under the Share Purchase Agreements. All conditions to closing under the Share Purchase Agreements have been satisfied or otherwise waived by the competent party thereunder and the closings under the applicable Share Purchase Agreements and the Closing hereunder shall concurrently take place.

(i) Other Transaction Documents. The Borrower, the Shareholder [and CEO SPV] (as applicable) shall, together with all of the other relevant parties, have duly executed and delivered to the Lender the other Transaction Documents.

(j) Other Closing Deliveries . The Borrower shall have delivered the other closing deliveries set forth in Section 3.2 .

ARTICLE VII

GUARANTEE AND SECURITY

7.1 Guarantee . In addition to any other security created in favor of the Lender, the Shareholder hereby irrevocably, absolutely, and unconditionally guarantee to the Lender (i) the prompt, complete, and full payment when due, and no matter how the same shall become due, of the obligations of the Borrower under this Agreement and the Note, including all principal, all interest thereon and all other sums payable thereunder; and (ii) the performance of all the other obligations of the Borrower in this Agreement and the Note (the “ Guaranteed Obligations ”). If and whenever the Borrower defaults for any reason in the performance of any of the Guaranteed Obligations in any respect, the Shareholder shall forthwith upon demand unconditionally perform, (or procure performance of) and satisfy (or procure the satisfaction of) the Guaranteed Obligations in regard of which such default has been made in accordance with this Agreement and so that the Investor receives the same benefits as the Investor would have received if the Guaranteed Obligation had been duly performed and satisfied in such material respect by the Borrower.

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7.2 General

(a) The guarantee provided by the Shareholder hereunder is a continuing guarantee and remains in force until all the Guaranteed Obligations have been performed or satisfied.

(b) The guarantee provided by the Shareholder hereunder is independent of, without prejudice to and not in substitution for or affected by any rights or security which the Investor may now or after have or hold for the performance and observance of the Guaranteed Obligations.

(c) The liabilities of the Shareholder under this Agreement (i) shall not be released or diminished by any variation of the terms of the Guaranteed Obligations, or any forbearance, neglect or delay in seeking performance of the Guaranteed Obligations or any granting of time for such performance or any other fact or circumstance other than a specific written waiver, and (ii) shall not be affected or impaired by reason of any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor.

(d) Any amounts payable under the guarantee hereunder shall be paid in full on demand without any deduction or withholding whatsoever (whether in respect of set-off, counterclaim, duties, charges, taxes or otherwise).

(e) The guarantee provided by the Shareholder hereunder is a principal obligation and is not to be treated as ancillary or collateral to another right or obligation.

(f) The guarantee provided by the Shareholder hereunder shall be binding upon the Shareholder and his permitted assigns.

7.3 Security . In order to secure the Borrower’s obligations under this Agreement and the Note and the Shareholder’s obligations under this Agreement, at the Closing, the Borrower, the Shareholder [and CEO SPV] (as applicable) will execute and deliver to the Lender the Security Documents.

ARTICLE VIII

INDEMNIFICATION

8.1 Survival of Representations, Warranties, Covenants and Agreements .

(a) Notwithstanding any investigation or examination conducted with respect to, or any knowledge acquired (or capable of being acquired) about, the accuracy or inaccuracy of any representation or warranty made by or on behalf of the Parties, all representations and warranties contained in this Agreement or any certificate delivered in connection herewith shall be deemed to be material and to have been relied upon by the Parties.

(b) All such representations and warranties set forth in Section 4.1(a)-(h)  and Section 4.2(a)-(d)  shall survive the Closing and shall remain in full force and effect until the earlier of (x) the date when the total Indebtedness under the Note has been fully paid off, or (y) the expiration of the applicable statute of limitations if any, and will thereafter expire, together with any associated rights of any Indemnified Party (as defined below) under this Article VIII or otherwise.

(c) All such representations and warranties set forth in Section 4.1(i)-(k)  shall survive for one (1) year following the Closing and will thereafter expire, together with any associated rights of any Indemnified Party (as defined below) under this Article VIII or otherwise.

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(d) Notwithstanding the foregoing, the expiration of relevant representations and warranties shall not affect the rights of any Indemnified Party under Article VIII or otherwise to seek recovery of Losses arising out of any fraud or intentional misrepresentation, and further, if a claim for indemnification has been timely made pursuant to Section 8.4 prior to the expiration of the relevant representations and warranties (as described in Section 8.1(b) or (c) , as applicable), the Indemnified Parties shall be entitled to proceed with such claim and seek recovery of Losses as to be finally determined in accordance with Section 9.12 .

(e) The covenants and agreements of any Party contained in this Agreement shall survive the Closing until they are terminated, whether by performance thereof, their express terms or as a matter of applicable Law.

8.2 Indemnification by the Borrower and the Shareholder . Each of the Borrower and the Shareholder (each an “ Indemnifying Party ”, and together, the “ Indemnifying Parties ”) agrees to, jointly and severally, defend and hold harmless the Lender, its managers, partners, directors, officers, members, employees, attorneys, accountants, agents and representatives, and its heirs, successors, and permitted assigns (each an “ Indemnified Party ”, and together, the “ Indemnified Parties ”) from and against all liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“ Losses ”) based upon or arising out of, or otherwise in connection with (a) any material inaccuracy or breach of any representation and warranty of an Indemnifying Party herein, or (b) any material breach of any covenant and agreement of an Indemnifying Party under this Agreement, the Note or any Security Document.

8.3 Limitation to Borrower and Shareholder’s Liability . Notwithstanding anything to the contrary in this Agreement:

(a) the Indemnifying Parties shall not have liability under Section 8.2 above for breaches of representations or warranties unless the aggregate amount of Losses suffered or incurred by the Indemnified Parties thereunder exceeds US$100,000 (the “ Basket ”), in which case the Indemnifying Parties shall be liable only for the Losses in excess of the Basket pursuant to Section 8.2(a) ; and

(b) the maximum aggregate liability of the Indemnifying Parties in respect of Losses of the Indemnified Parties pursuant to Section 8.2(a) shall be subject to a cap not exceeding (i) the total Indebtedness under the Note plus (ii) any reasonable out-of-pocket expenses that have been properly incurred by the Indemnified Parties to recover Losses.

8.4 Notice of Claims; Procedures . If an Indemnified Party makes any claim against any Indemnifying Party for indemnification under this Article VIII , the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days after receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the

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defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

ARTICLE IX

GENERAL PROVISIONS

9.1 Further Assurances . Each Party agrees that it shall, from time to time on or after the date hereof, do, execute, acknowledge and deliver, and will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, certificates, bills of sale, assignments, transfers, conveyances, powers of attorney, assurances and other documents as may be reasonably requested by any other Party in order to effectuate the transactions contemplated hereby.

9.2 Severability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

9.3 Entire Agreement . This Agreement, together with all schedules and exhibits hereto, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof.

9.4 Confidentiality. Except as may be required by law, none of the Parties shall disclose to any third party the terms and conditions of this Agreement or the transactions contemplated hereby without the prior approval of the other Parties hereto. In the event of disclosure required by law, including, without limitation, by the United States securities laws, the disclosing party shall use all reasonable efforts and provide all reasonable cooperation to obtain confidential treatment of the materials or a protective order.

9.5 Assignment . The Lender may assign any or all of its rights and delegate or transfer any or all of its duties and obligations under this Agreement and the Note to any third parties; provided , however , that the Lender shall not assign any of its rights or delegate or transfer any of its duties or obligations under this Agreement or the Note to any direct competitor of the Listco in the PRC without the written consent of the Borrower; provided , further , that if the Lender assigns any of its rights under the Note to any third party who is not an affiliate of the Lender or who is a direct competitor of the Listco in the PRC, the repurchase rights set forth in Article VI of the Shareholders Agreement shall automatically terminate with respect to such portion of the Note that has been assigned. For the avoidance of doubt, any transfer of any Borrower Purchased Shares for the purpose enforcing a security interest under the Security Documents or any pledge of the Note (or the grant of any other security interests in respect of the Note) by the Lender to any third party shall not constitute an assignment for purposes of such automatic termination. No other Party to this Agreement may otherwise assign any of its rights or delegate or transfer any of its duties or obligations hereunder without the express prior written consent of the Lender. Any purported assignment in violation of the foregoing sentences shall be null and void.

9.6 Amendment; Waiver . No modification, amendment or waiver of any provision of this Agreement shall be effective unless such modification, amendment or waiver is approved in writing by each of the Parties. The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

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9.7 Specific Performance . The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

9.8 No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided under this Agreement.

9.9 Expenses . Except as otherwise specified in this Agreement, all costs and expenses, including, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

9.10 Notices . Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by courier service, fax, electronic mail or similar means to the address set forth below (or at such other address as such Party may designate by ten (10) days’ advance written notice to the other Parties given in accordance with this 9.10). Where a notice is given personally, delivery shall be deemed to have been effected on receipt (or when delivery is refused). Where a notice is sent by courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending through an internationally-recognized courier, with a confirmation of delivery, and to have been effected on receipt (or when delivery is refused). Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid if sent during normal business hours of the recipient on a Business Day thereof and otherwise on the next Business Day thereof.

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9.11 Governing Law . This Agreement shall be governed by and construed under the Laws of the State of New York, without regard to principles of conflict of Laws thereunder.

9.12 Dispute Resolution .

(a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof (each, a “ Dispute ”), shall be referred to arbitration upon the demand of any Party to the dispute with notice (the “ Arbitration Notice ”) to the other Parties.

(b) The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “ HKIAC ”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “ HKIAC Rules ”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator, whom shall be mutually agreed to by the Parties, and if the Parties cannot so agree on such arbitrator within ten (10) Business Days of the commencement of the arbitration proceedings, three (3) arbitrators shall be appointed. In such case, one arbitrator shall be nominated by the Party or Parties, as the case may be, commencing the arbitration proceedings (the “ Claimant Side ”), and one arbitrator shall be nominated by the respondent or respondents, as the case may be, to the proceedings (the “ Respondent Side ”), and if either the Claimant Side or the Respondent Side shall fail to nominate its arbitrator, the HKIAC shall appoint such arbitrator. The two arbitrators so chosen shall select a third arbitrator, provided that if such two arbitrators shall fail to choose a third arbitrator within thirty (30) days after such two arbitrators have been selected, the HKIAC shall appoint the third arbitrator. The third arbitrator shall be the presiding arbitrator. The Parties shall use commercially reasonable efforts to appoint arbitrators who are qualified to practice law in the State of New York.

(c) The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.12 , including the provisions concerning the appointment of the arbitrators, the provisions of this Section 9.12 shall prevail.

(d) Each Party to the arbitration shall cooperate with each other Party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other Party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such Party.

(e) The arbitration shall be conducted in private. Each Party agrees that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the Parties otherwise agree in writing.

(f) The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award.

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(g) The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive Laws of the State of New York (without regard to principles of conflict of Laws thereunder) and shall not apply any other substantive Law.

(h) Any Party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(i) During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

9.13 Counterparts . This Agreement may be executed and delivered in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[ Remainder of page intentionally left blank ]

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IN WITNESS WHEREOF, the Parties have caused this Note Purchase Agreement to be executed as of the date first written above by their respective duly authorized representative.

[Signature Page to Note Purchase Agreement]

Exhibit I

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE OR UNLESS THE HOLDER ESTABLISHES THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

[BORROWER]

SENIOR SECURED GUARANTEED NOTE (this “ NOTE ”)

FOR VALUE RECEIVED, Serene View Investment Limited, a company incorporated under the laws of the British Virgin Islands (the “ Borrower ”), unconditionally promises to pay to the order of ATG GLOBAL MANAGEMENT L.P. (the “ Holder ”), on the Maturity Date (as defined below) the principal sum of [                ], together with all unpaid and accrued interest hereunder (collectively, the “ Indebtedness ”), in the manner and subject to the terms and conditions provided in this Note.

This Note is made by the Borrower in favor of the Holder pursuant to that certain Note Purchase Agreement, dated November 1, 2012, by and among the Borrower, the Holder and the other parties thereto (the “ Note Purchase Agreement ”) and is secured (on a first priority basis) by the Pledged Shares (as defined under the Note Purchase Agreement). The entire principal sum under this Note is being used by the Borrower solely to fund the purchase of the Management Purchased Shares (as defined below).

1. Definitions . Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Note Purchase Agreement. In addition, the following terms have the meanings indicated:

“ Event of Default ” means each of the following: (i) the Shareholder or the Borrower shall have breached any of their respective covenants or obligations under the Note Purchase Agreement, the Shareholders Agreement or any other Transaction Documents to which it is a party, which breach is not cured within 10 Business Days of the earlier of (x) receipt of written notice delivered by the Holder or (y) actual knowledge by the Shareholder or the Borrower of such breach; (ii) any representation or warranty made by the Shareholder or the Borrower in the Transaction Documents, or any certificate furnished by the Shareholder or the Borrower pursuant to the provisions of the Transaction Documents, is false or misleading in any material respect as of the time made; (iii) any Transaction Document shall cease for any reason to be in full force and effect; (iv) the Security Documents shall cease to create a first-priority perfected security interest in favor of the Holder in the Pledged Shares; (v) the Shareholder, the Borrower or the Listco shall commence a voluntary case under any bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of any of the Shareholder, the Borrower or the Listco, or for any substantial part of its property, or shall make a general assignment for the benefit of creditors, or shall take any action in furtherance of any of the foregoing; or (vi) the expiry of ninety (90) days after any change in applicable Laws that would result in the loss by the Listco of control over any Group Company or the loss by any Group Company of any material economic benefits derived from, or through, any of the Corporate Structure Contracts, where at the expiry of such period, the Holder and the Shareholder have, despite their prior mutual consultations and reasonable good faith efforts to find a proposed resolution to such change in applicable Laws, have failed to agree in writing on a proposed resolution.

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“ Holder’s Purchased Shares ” mean, collectively, the [                ] ordinary shares of the Listco purchased by the Holder pursuant to those certain Share Purchase Agreements, dated November 1, 2012 (each a “ Share Purchase Agreement ” and collectively, the “ Share Purchase Agreements ”), by and among Holder, the Borrower, the applicable “Seller” (as defined therein) and the other parties thereto.

“ Management Purchased Shares ” mean, collectively, the [                ] ordinary shares of the Listco that are being purchased by the Borrower pursuant to the Share Purchase Agreements with the proceeds of this Note.

“ Repurchase Right ” has the meaning given under the Shareholders Agreement.

“ Repurchase Right Period ” has the meaning given under the Shareholders Agreement.

2. Maturity; Prepayment .

(a) Except to the extent the Holder has otherwise exercised its Repurchase Right in respect of the Management Purchased Shares via the cancellation of any Indebtedness under this Note (as more specifically described in Article VI of the Shareholders Agreement), the Indebtedness under this Note shall be immediately due and payable on the earlier of: (i) the fourth (4th) anniversary of the Issue Date, (ii) the occurrence of an Event of Default, (iii) the consummation of the exercise (as applicable) of Holder’s Repurchase Right under the Shareholders Agreement (except if the Repurchase Right has arisen based upon the occurrence of any event described in Section 6.2(b) of the Shareholders Agreement, in which case, it shall be six (6) months following the date the Shareholder ceases to remain employed by the Company), or (iv) the expiry of the Repurchase Right Period if the Holder has not exercised its Repurchase Right by then (except if the Repurchase Right has arisen based upon the occurrence of any event described in Section 6.2(b) of the Shareholders Agreement, in which case, it shall be six (6) months following the date the Shareholder ceases to remain employed by the Company) (as applicable, the “ Maturity Date ”), without any further action on the part of Holder, and the Borrower shall, at the election of the Holder, immediately pay to Holder all such amounts.

(b) Payments of all amounts due hereunder shall be made in lawful currency of the United States of America by wire transfer of immediately available funds to an account specified by the Holder.

(c) Any payment hereunder which is due on a day other than a Business Day shall be due on the next succeeding Business Day.

(d) Prior to the Maturity Date, the Borrower may not prepay all or any portion of the Indebtedness under this Note without the prior written consent of the Holder; provided , however , that notwithstanding the foregoing, if the Holder sells any Holder’s Purchased Shares prior to the Maturity Date, then upon such sale, the Borrower shall be entitled but is not obligated to prepay such percentage of the Indebtedness to the Holder that is equal to the percentage of the Holder’s Purchased Shares actually sold by the Holder (the “ Permitted Prepayment ”). For avoidance of doubt, and illustration purposes only, if the Holder sells 50% of the Holder’s Purchased Shares, then the Borrower shall be entitled but is not obligated to prepay up to 50% of the Indebtedness to the Holder.

3. Interest .

(a) Interest shall accrue at the rate of 10.00% per annum, compounded annually on each anniversary of the Issue Date, on the unpaid principal amount of this Note (plus any accrued but unpaid interest that has been compounded) outstanding from time to time.

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(b) Interest shall accrue from the Issue Date until the date of repayment and shall be calculated on the basis of the actual number of days elapsed divided by 365.

4. Seniority; Security Interest . This Notes is, and at all times shall, remain the absolute, unconditional, direct and first-priority secured obligations of the Borrower, senior in right and priority of payment to all other present and future indebtedness (actual or contingent) of the Borrower. This Note shall at all times be secured by (i) the charge over Pledged Shares on a first priority basis pursuant to the Security Documents and (ii) the guarantee provided by the Shareholder under the Note Purchase Agreement.

5. Taxation .

(a) The Borrower hereby represents and warrants to the Holder that, as of the date hereof, the Borrower is not required, under the applicable Laws of the British Virgin Islands, to make any deduction of withholding for any taxes for any payments to be made under this Note.

(b) Notwithstanding the foregoing, if, based upon any future changes to the applicable Laws of the British Virgin Islands, the Borrower may or will be required to make any deduction or withholding for any taxes for any payments made under this Note, then the Borrower shall immediately notify the Holder of such changes in Law in order to permit the Parties to discuss in good faith any proposed restructuring of the Borrower and/or the Note to address such changes in Law.

6. Miscellaneous .

(a) Amendment . No modification, amendment or waiver of any provision of this Note shall be effective unless such modification, amendment or waiver is approved in writing by the Holder and the Borrower.

(b) Governing Law . This Note shall be governed by, and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

(c) Waivers of the Borrower . The Borrower hereby waives presentment, notice of non-payment, notice of dishonor, protest, demand and diligence.

(d) Register of Holders . Each Note will be numbered in the order of issuance. The Borrower shall maintain a Register of Holders to record the issuance and any transfers of this Note and containing the names and addresses of the holders of each Note and the principal amount of the Notes held by the holders. The entries in the Register of Holders shall be conclusive and binding for all purposes absent manifest error. The Borrower and the Holder shall treat each Person whose name is recorded in the Register of Holders as the owner of a Note for all purposes, including the right to receive payments of principal and any other amounts due hereunder, notwithstanding notice to the contrary. A Note may be assigned or sold in whole or in part only by registration of the assignment or sale on the Register of Holders. Upon its receipt of a request to assign or sell all or part of any Note by a Holder, the Borrower shall record the information contained therein in the Register of Holders and issue one or more new Notes in the same aggregate principal amount as the principal amount of the surrendered Note to the designated assignee or transferee, provided that the Holder shall not assign or sell part of any Note to any direct competitor of the Listco in the PRC without the written consent of the Borrower.

(e) Reissuance or Replacement of Note .

(i) Lost, Stolen or Mutilated Note . Upon receipt by the Borrower of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the

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Borrower in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Borrower shall execute and deliver to the Holder a new Note representing the outstanding principal and treat the earlier Note as cancelled.

(ii) Issuance of New Notes . Whenever the Borrower is required to issue a new Note, the new Note (A) shall be of like tenor with this Note, (B) shall represent, as indicated on the face of such new Note, the principal remaining outstanding, (C) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issue Date of this Note, and (D) shall be in all other respects identical to this Note.

(f) Costs of Collection . The Borrower shall pay all costs of collection of any amounts due hereunder arising as a result of any default by the Borrower hereunder, including reasonable attorneys’ fees and expenses.

(g) Set-Off . All payments under this Note shall be free from set-off or counterclaim.

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IN WITNESS WHEREOF, the Borrower has duly caused this Note to be signed on its behalf, in its corporate name and by its duly authorized officer, on the date first stated above.